Steelhoof volume two: Dawn of the machines
by basalisk120
Summary: Steelhoof's back in a whole new installment! Will he ever find a 'happily ever after' or will his past not allow him?
1. Chapter 1

**A word of warning- If you haven't read Steelhoof: the life I lead, this may not make much sense to you, so I advise you to go do so before you read. If you have read Steelhoof: the life I lead, then welcome back! This would never have happened without you!**

The time was eight thirty in the evening. It was early autumn, and it was already dark as a large train pulled up at Ponyville's tiny train station, the last stop of the night. The runner ponies let their reins go slack as they stretched their aching muscles from running all day. Only a small number of ponies had remained on the train to the last stop, and one of the carriages lurched to one side as two ponies in particular disembarked. Steelhoof, the pony who had caused the movement on the train carriage, stepped out first, and held out his forehoof in a centlecoltly manner. The second to disembark was Rainbow dash, flexing her wings from an entire day of sitting in one place, a difficult task for a pony of her obsession with speed. She took a deep sigh, and turned to her coltfriend.

"Feels like we've never been away, doesn't it?"

"It's only been three weeks, Rainbow."

"That's a long time for me!"

"Try six years." The big pony said flatly, but still smiling. The pale glow from the streetlights cast a strange effect on Steelhoof's skin as they walked, his skin softly reflecting it as they walked.

This was because Steelhoof was made of metal. Except from his brain, which was removed from his crippled body after an accident that should have cost him his life, every single part of his body was made of metal, a very unusual sight in the relatively old-fashioned Ponyville. His usually yellow eyes glowed green in the darkness, as they always did when he was happy.

The pair walked quietly through the deserted streets, passing the various cracks in the pavement and the partly rebuilt schoolhouse bell tower, created by Steelhoof's run-in with a Cerberus nearly four weeks ago. Even though it had not been a good time in their relationship, it still made Steelhoof slightly happier that, through thick and thin, their love had continued. Just as they lifted off towards the cloud castle, Steelhoof suddenly remembered something that would completely top off the romantic outing. Something he just had to get.

"Wait, Rainbow, I need to get something!"

"What is it?"

"I… can't tell you yet, it's a secret."

"Well, ok, but hurry back. It looks like there was a storm while we were out and my house has moved."

"Sure thing!" and with that, he shot off into the sky, heading west into the everfree forest. Rainbow dash shrugged to herself, and continued searching for her house.

Steelhoof darted through the everfree forest, searching for the elusive roses that had been his valentine's gift all those years ago. Although he knew it was totally unnecessary, he still felt that it was important to show how much she meant to him. As the challenge of entering the monster infested forest was lost on his mechanical body, he was not paying much attention, and so almost missed an absolute jackpot of rare everfree roses. They were small, delicate roses, blood red in the centre and fading slightly into orange at the edges of the petals. Although he had difficulty seeing the beauty of anything that was not Rainbow dash, he could still see that the roses were supposed to be very pretty. He picked a large number of them up into a vague bouquet in his mouth. He whirled around and began speeding back. In about five minutes, he made it back to the darkened Ponyville. Glad to have his hooves back on firm ground, he wandered slowly around Ponyville, searching for the unmistakable shape of Rainbow's cloud castle. However, as he cantered down a particularly dark alleyway, several shapes detached themselves from the shadows. A familiar voice came from the pony before him.

"Steelhoof old friend, that you?"

"Ambrose?"

"Hey, it is you! How life been treating you? Nopony's seen you in like, three years, man! What happened?"

"You remember what happened in Trottingham."

"Oh yeah, I heard the incident with Heavy Thought tore you up pretty bad. You still in the wanderin' business, right?"

"I-"

"Hey, what's with the flowers? You into the delivering business now?"

"No, actually, they're for my fillyfriend." Ambrose and the others looked at him for a few seconds, and then burst out laughing.

"You? You have a fillyfriend?" He asked, wiping a tear from his eye. "Wait, that means… you're settling down? For a mare?"

"Yes." Steelhoof said, starting to get irritated by the conversation.

"Nooo. How come?"

"Well, for a start, I'm in love. Also, I want to put the cold, heartless world behind me and make some real friends."

"What? Bronies before hoenies, man!"

"We were hardly friends. You stuck with me because I was a shared profit magnet, and didn't kill me just because you couldn't. And, I'm not entirely sure I want you here. You may have forgotten that I know full well that you're a murderer and a thief. And, I'm listed as Ponyville's protector now, so I'm hardly going to let you waltz in and potentially hurt my friends."

"So… what you're saying is, you're not going to let us in." The group drew themselves up to their full height, and puffed their chests out in an attempt to intimidate. None of them were tall enough to reach his chin, let alone meet eye contact with him.

"That's exactly what I'm saying. Now, if you don't want to go the same way as so many Cerberi, scorpios and dragons, I suggest that you do as I say." His eyes began to shift to orange, and he leaned forward to drive his point home. The wanderers stepped back.

"Y-you don't scare us!" Ambrose said quietly. Steelhoof raised his left foreleg, and with a flick, engaged his wristblade. The ponies turned and fled. As they did so, Steelhoof sliced downwards, cutting somepony's tail clean in half. With a triumphant growl, he continued his ground search for the castle, thinking back on the shield emblazoned on his flank. He hoped that bit of protection would help him to live up to his new role. In a few minutes, he saw it, nestled in a small cloud bank.

He sped up to the castle, eager to see the light of his life again. He cantered up the path and pushed open the door, and strode into the bedroom, to find Rainbow dash lying on the soft bed, staring at him with heavy-lidded eyes.

"Hey Steel, my Flight muscles are kinda cramped again from sitting in a train all day, you don't think you could…"

"With pleasure." He said, unclipping his blades and hopping up onto the bed with her. He'd secretly taken out a special massage therapy book from the library before they left, and had decided to keep his new knowledge a secret until now. As he delicately worked the discomfort from Rainbow's shoulders, he leaned down and nuzzled her neck. She moaned with pleasure, and squirmed slightly.

"Hey, hold still." He whispered softly in her ear. She pouted slightly, but obliged. Before long, he worked downwards to her lower back, and then onto her cutie marks, tracing around them in small circles. She bit her lower lip to stop herself from crying out and her eyes snapped shut in bliss. Eventually, he stopped and laid down next to her, pulling the duvet up over them and pulling her into a warm embrace.

"It's nice to be back." Rainbow murmured, before falling asleep in the big pony's hooves. Steelhoof smiled and kissed her on the cheek, before lying down and joining her in slumber.

Meanwhile, in a castle far to the north of Equestria, A pale figure stared out of a widow, near the top of a tower. It held a newspaper in its hoof. As it stared, a large, oak door swung slowly open behind him, and a huge figure walked in. The moonlight glinted softly from his plates. The pale figure turned to face him.

"Tungsten." It said.

"You called, master?"

"Indeed I did. Look at this." He threw the newspaper down in front of the metal pony. It showed a grainy, black and white image of Steelhoof, just as the party held in his honour began.

"Titanium." Tungsten breathed.

"Quite. Or as he is now known, Steelhoof. It would appear that he will be at this location for a long period of time. You will go there, and you will find him. And once there, you shall convince him to join our cause. If you cannot, you must destroy him."

"At once, master." Tungsten turned to go.

"One more thing, Tungsten."

"Yes master?"

"Do _not_ fail me."

"Yes master." Tungsten strode from the room. The door swung shut behind him. The pale figure sighed and returned to the window. The city of Stalliongrad lay below him, a few miles away.

"Soon, you will be mine. And with it, the whole world." He chuckled softly to himself, and crossed his biological hoof over his mechanical one. He laid his head on the hooves, and closed his eyes.

**There might be a longer gap between uploads than before, but I'm going to try and get them out as quickly as possible. As always, please pm or review me with any criticisms or ideas you may have.**


	2. Chapter 2

Unusually, Rainbow was the first to wake that morning. She looked lovingly at the big pony sleeping peacefully, almost completely motionless save for the slow rise and fall of his chest. It was rather odd that he did this, as he did not need to breathe, but it made Steelhoof seem more lifelike so she liked it. Thinking about it, it was strange seeing the big pony sleeping so peacefully, when he could be such a threat if he wanted to be. She'd never really given any thought to her safety while around him, but with every movement, no matter how soft and delicate, she could still feel the tremendous strength within him, bound by his will. And yet he could be so sweet, so gentle… she sighed happily, and Steelhoof stirred himself into consciousness. His big yellow eyes opened slowly, and they stared deep into each other's eyes for several seconds. Eventually, Rainbow broke the silence.

"Hey Steel, how come you were so late home last night? I could have built another castle by the time you got here."

"Well, I kinda 'encountered' some of my old friends from wandering."

"Old friends?" She said, sitting up. "I thought those guys were assholes?"

"I never said they weren't."

"Are they still around? I don't think we want their type here in Ponyville…" She said, alert.

"No, don't worry your beautiful head about it!" He said, softly stroking her cheek and encouraging her to sit back down. "Ponyville's newest protector made sure we won't be seeing them again."

"You didn't… you know."

"No, of course not! The blood would have been a nightmare to clean!" He smiled, to show he was joking. "I just scared them a bit."

"Why did you hang with those guys in the first place?" Rainbow asked, confused.

"I didn't. They hung with me, because I could make a big profit, especially in a team. So they would link up with me and Heavy Thought."

"You really went through some rough stuff, didn't you Steel?"

"Oh, that wasn't so bad. You helped me through the worst bit."

"What do you mean?"

"I'll tell you someday. Now, what do you want to do this lovely morning?" Rainbow was caught off guard by Steelhoof's change of topic, but decided not to press the issue.

"We should probably visit the girls. I mean, they've probably been missing us."

"Good point. Should we get going?"

"But the bed is sooooo warm!"

"A pony'll never get into the wonderbolts with an attitude like that." Steelhoof said, and in an instant, Rainbow was at the door, ready to go.

"C'mon Steel, let's be going then!"

"Breakfast, Rainbow." She pouted again, and Steelhoof's heart started to melt. Just before he opened his mouth however, she seemed to have an idea.

"Why don't we just eat down in Ponyville!"

"Sure, why not?" Steelhoof strode after her, and followed her out of the house. Together, they leapt from the edge of the cloud, and entered a steep descent. As one, they levelled off just twenty feet or so from the ground, and used the excess speed to glide down towards Ponyville.

"I'll just quickly get a sandwich." She said, as they walked towards a small café.

"Sure, I'll just wait out here, where it's nice and sunny." Steelhoof sat down heavily on his haunches as Rainbow walked inside the small building.

As the big pony sat outside, he watched the public as they passed him by, running their various errands. Many ponies still gave him funny looks, still unsure of how to react to the huge, powerful, terrifying pony who appeared to be totally harmless ninety per cent of the time. Some ponies still shot him dirty looks as they passed, mostly those who had lost property during the Cerberus rampage. As long as nopony was threatening him with a pitchfork however, he was still content to sit and enjoy the morning sun. After a few minutes, Rainbow exited the building, finishing off a sandwich as she walked up to him.

"Happy now?"

"Very."

"Well that's good to know."

"Hey, nothing good comes of starving yourself. You should know that."

"How would you know? You don't even eat any more!"

"I still remember hunger, among other things.

"Hey, Hoofie! Dashie! Over here!" They duo looked over to the source of the sound, and saw Pinkie pie waving frantically at them from across the street.

"Hey Pinkie!" Rainbow said, and they cantered over to her. "Sorry we couldn't visit you guys last night, it was getting late."

"That's ok, you silly filly! I do hope you enjoyed your honeymoon in Prance!"

"It wasn't a honeymoon Pinkie, we aren't even married!"

"Oh, don't you two pretend with me, I know all about your little secret!"

"What are you talking about?"

"Oh, don't think I don't know about you two totally being an item!" The pair simply facehoofed at this.

"Pinkie, we've hardly been making it a secret."

"I thought only a couple of ponies knew…"

"Of course not! Here, I'll prove it!" Steelhoof said, and planted a kiss on Rainbow dash's lips in the middle of the street. She flushed pink, but didn't stop him. Barely anypony noticed them, and only three tiny fillies paid any attention, one wearing a smug smile, and the other two displaying only surprise. They broke apart after a couple of seconds, and turned to face Pinkie pie. "See?" The big pony said.

"Oh, I do feel like a silly filly! And to think, everypony knew! That's why I wouldn't tell anypony what the fourth part of my quadruple party was! Oh, speaking of which, how did you two find my quadruple party? You guys left on the end of the third day without telling us how you liked it!"

Truth was, they had loved the three day extravaganza, as had the rest of Ponyville. Even the princesses stayed until the second day before leaving to tend to Equestria. However, on the third evening, the drinks began to be handed out. Everypony had had a couple of drinks, and the party, which had begun to slow down, livened up again. But at around ten o'clock, Steelhoof had jumped up onto the bar counter and declared the town a 'bunch of lightweights.' He then proceeded to empty the entire spirits shelf, around twelve bottles of vodka, and then entered into three drinking contests, (all of which he won) before passing out on the floor. Rainbow had also consumed quite an impressive volume, and Big Macintosh later described the pair as 'having drunk enough alcohol to pickle a dragon.' When Steelhoof woke up a couple hours later, the pair left the party early, slightly embarrassed. They left for Prance the next morning, so were unable to pass verdict on the party.

"It was amazing, Pinkie! Best party I've ever been to!"

"It was my first party, but I've never had fun quite like that!"

"Oh, then that means I've set myself a very high benchmark for my next party!"

"No no, Pinkie, that's really unnecessary. You needn't try to outdo something like that." Steelhoof said.

"Yeah! Besides, you did throw a _quadruple _party just then, so no wonder it was the best party ever!"

"You're right. I shouldn't push myself too hard. If I outdid my quadruple party over something a _normal_ party would cover, ponies'll start thinking that my quadruple party wasn't so great! And that wouldn't be very good at all."

"Uhh, exactly." Steelhoof said, still processing the word barrage laid on him by the crazy pink pony. He never pretended to be the smartest of ponies, and Pinkie pie's high speed speaking left him confused for several seconds. "Sooo… where's everypony else?"

"Oh, let's go and meet them! Well, except for Fluttershy."

"Why's that? She still trying to live down the embarrassment of going wild on the dance floor?"

"Oh no, that only took her a week. She's down at Sweet Apple Acres keeping Big Macintosh company! They've got awful friendly since the party. Weird, huh?"

Rainbow dash and Steelhoof chuckled slightly. "Yeah, it is a bit… strange."

"I _know, _right? But then again, they both do love peace and quiet, so they do have some stuff in common." At this, Rainbow merely rolled her eyes at the oblivious pony. She was sure there was something else going on between them, and she would definitely find out sooner or later.

"So, where should we go from here?"

"Well, Applejack's I town today, and we'll probably see her if we go towards Rarity's first. Then we can go to the library and have the whole gang!"

"Lead the way, Pinkie."

"Why? Have you forgotten the way already?"

"What? No, I was just being polite!"

"Okey dokey lokey! Let's go!" And with that the trio made their way towards Carousel Boutique, with Pinkie pie bouncing along in front. They had met Applejack along the way, who had had a good laugh at how much the pair had drunk at the party. Steelhoof simply claimed that his assumption that the village was made up entirely of lightweights was clearly true, as nopony had drank even a single bottle of vodka. She had replied that was because nopony was stupid enough to, and besides, it was hard to drink anything when somepony else had already had it all. The pair probably would have come to blows, if they hadn't arrived at Rarity's not long after. When the group came to the door, she immediately dashed off, saying that she had to 'get something.' As they walked off towards the library, Rarity waited until Rainbow dash was enveloped in conversation, and walked over to Steelhoof.

"Steelhoof, you just _have_ to see this."

"See what?"

"Well, you know how sensitive Rainbow is about the outfit she was wearing when she decided to quit fashion, well I just happen to have pictures with me here!" The fashionista said quietly, so as not to alert Rainbow.

"Go on," Steelhoof said with a smile on his face.

"Well you see, I had an order from a client a little while back, who just happened to be a ballerina. She asked me to prepare her a _particularly _stunning tutu, and as Rainbow is also a pegasus, I decided to have her try it on, and she looked so darling that I had to take a few pictures." Using her telekinesis, she lifted three small photos and showed them to the big pony. They displayed Rainbow dash, dressed up in a rather flamboyant pink tutu, with matching tights, shoes and a tiara. The first showed her with a magnificent scowl, the second with her shaking off the tiara and the third seemed to show a battle between pony and pink lace, and the pony didn't appear to be winning. Steelhoof let out a small laugh at the photos, and Rainbow looked over at them. Too late, she realised what he was looking at. Too late, she leapt for the pictures, and snatched them away from him. This only made everypony laugh all the harder, and Rainbow went red.

"Hey, it's ok, I thought you looked fine in that."

"You… what?"

"Of course! You look great in anything!"

"Awwww." The group said, as they smiled at each other. Suddenly Steelhoof's face froze.

"Shit! I just remembered that I promised to help everypony out with the repairs to the schoolhouse! I gotta go, guys! Love you, Rainbow!" and with that, he was gone, galloping off down the street towards the school. Rarity turned to Rainbow.

"Now, you've just _got_ to tell me_ all _about it!"

**WOOO! Another chapter! A little longer than most of my previous ones, and it took longer to write too. This is the second version, as the first had a bunch of material I decided to cut, but I might put it somewhere else. Also, to all those of you who have ideas and opinions about my story but aren't posting reviews or sending pms… I know where you live. And now so does Steelhoof.**


	3. Chapter 3

Three fillies were walking down the street towards the schoolhouse, one was still wearing a smug smile, one was looking slightly confused, and the third was taking the rear, a scowl on her face.

"I _told_ you guys so. I said they were totally in love, but did you believe me? I told you I'm an expert."

"Ah just don't get it!" Apple bloom said, still confused. "Ain't he made of metal and all?"

"Oh, you just don't understand love." Sweetie belle said, stars in her eyes. "It doesn't matter who you are and what you look like, it's what's inside that counts."

"Could you guys shut up? I don't wanna talk about it."

"Hey, what's wrong, Scoots?"

"I said, I don't wanna talk about it."

"Well, mah big brother said that Steelhoof told him that he was gonna help everypony rebuild the schoolhouse today. If y'all wanna, you could talk to him."

"Yeah, I might. Thanks girls!"

Meanwhile, Steelhoof cantered into the school grounds, and took in the sight. He'd not had the chance to look at the damage he'd caused. His crash had caused the top half of the tower to completely explode, the bell ruined and pieces of wood putting holes in the roof of the main building. As a result, the entire tower had been removed, and new foundations for the four huge support beams holding up the tower. Each one was over forty feet long, and a group of ponies struggled to fit the first into place, hauling it slowly upright with ropes. Seeing Big Macintosh pulling a huge cart laden with wooden planks, he trotted over to him.

"Hey there, Big mac!"

"Well howdy, Steelhoof." The red stallion said with a nod.

"That's a big weight for one pony to be carrying, isn't it?" Steelhoof said, indicating to the cart behind him.

"T'ain't nothin'." Big Macintosh said, and continued to haul the cart across the field towards the schoolhouse.

"So, how can I be of assistance?" Steelhoof asked.

"Well, the fella's are gettin' the supports in place at the moment, maybe they'll appreciate your help."

"Thanks Mac." He turned to go. "Wait… what's this I hear about you and Fluttershy?" The big red pony blushed slightly, barely noticeable thanks to his fur.

"Uh, well, Ah…"

"Hey, don't sweat it. You'll be great together."

"Uh, thanks, Steelhoof."

"Hey, no worries man. I know what it's like."

The big pony walked down towards where the other ponies were working. To big Macintosh's surprise, he did not stop at the workers struggling with the first support. Instead he continued on to where the other three were lying. He rolled his shoulders a few times, and then, with a grunt of effort, heaved one of the thick, oaken supports up and onto his shoulder. As Big Macintosh watched, he walked slowly over to where the other ponies were working, hefted the enormous wooden beam, and set it down into the foundations with a loud *THUD*. Finally finished with the first support, they turned to see Steelhoof give the support a couple of satisfied pats. As he walked over to pick up another, they rushed to assist him.

"Well, ain't that somethin'. We sure could use a set of hooves like that down on the farm." Big Macintosh thought aloud.

The morning passed quickly, and Steelhoof and the others soldiered on through the blistering heat of midsummer. Eventually, they had to admit defeat to Celestia, and the workers stopped for lunch.

Steelhoof stood, leaning slightly against a fence as the young colts and fillies ran out of the school, lunch break beginning at the same time as the adult's. Many stared in wonder at Steelhoof as they passed, the metal pony already famous amongst Ponyville's residents. At least it was better than the infamy he was used to. Three fillies in particular paid close attention to him, and finally one of the three went over to talk to him. Steelhoof recognised her as Rainbow dash's rather enthusiastic supporter, Scootaloo.

"Hey, uh, mister Steelhoof?" She said. Steelhoof loomed over her.

"You alright?"

"Yeah, it's just… you're going out with Rainbow dash, right?"

"Mhm." Steelhoof said with a nod. They heard the unmistakable sound of Applejacks younger sister in the background.

"She's jealous!" At this, Scootaloo shot her friends a deathly glare.

"I just… wanted to know, she won't change will she?"

"What do you mean?"

"Well, everypony always says that when ponies fall in love they always settle down. And I don't want that to happen to Rainbow dash!"

"Hey, don't you worry. Even if I wanted her to, which I don't, I couldn't calm down that pony. That's part of her charm."

"And will she stop spending time with me? 'Cos if-"

"Now, don't worry about that. Say, since you're so concerned for her, how about I ask her to spend a little more time with you? I'm sure she'd be happy to."

"You really mean that, mister?"

"Of course I do. Now you get back to your friends, I've got work to do."

With Steelhoof's help, the repairs were way ahead of schedule. As a result, nopony complained, even if he did make them look slightly useless. They finished up around mid-afternoon, and the assorted ponies dispersed, returning to their usual occupations. Steelhoof headed out into town, finding Rainbow after an hour or so, simply enjoying the company of her friends. Remembering Scootaloo's words earlier, he only greeted her after the group went their separate ways.

Twilight walked happily down a back street in Ponyville. It had been a while since all six of them had been together, what with Rainbow seeing Steelhoof and Fluttershy spending more time than ever down at Sweet Apple Acres, so when they did all get together, it felt much more special. Even though it had been a tad hot over midday, it had cooled down during the afternoon and it had been a nice day to relax. It was a quiet, peaceful day, and the touches of evening were just beginning to run their hands on the village, casting longer-than-average shadows over the streets. It was here that she saw something unusual. At first, she thought it was Steelhoof, but as she got closer, she saw there was something different about this pony. It held itself in a very confident, almost arrogant manner, and seemed as if it was not quite sure where it was. She walked over to it. Slightly nervous of the huge pony, she cleared her throat. "Um, excuse me?" In an instant, the pony resembling Steelhoof turned to face her. His eyes were yellow like Steelhoof's, but that was where the similarities ended. His face lacked the warmth and kindness that flickered in Steelhoof's soft eyes, with only a cold, unfeeling yellow void in its place. His face was sharp and stern, and he looked down on her as she spoke. "Um, who are you?" She said, trying to sound friendly. Maybe he just had a harsh exterior, and was nice on the inside.

She was wrong.

"My name is Tungsten. I am looking for Steelhoof. Do you know where he is?"

"Uh, I-"

"Do you know where he is?"

"I… I…"

"TELL ME!" The pony roared, and his voice was deep. Twilight looked around for a second, as the metal pony loomed at her face, mere centimetres away. Finally, she raised a shaking hoof and pointed behind him.

"There." Tungsten whirled around, and sure enough, Steelhoof was striding down the street, in animated conversation with Rainbow. Twilight had never been so glad to see the metal giant in her life. As Tungsten began to walk towards him, Steelhoof cut off mid-sentence and simply stared at him.

"There's… more of us?" He said quietly. Then he began to stride towards Tungsten himself, and Rainbow jogged alongside him to keep up.

"Brother Titanium!" Tungsten said, his voice less chilling than it had been moments before. When Steelhoof looked at him confusedly, he spoke again. "My apologies. You refer to yourself as Steelhoof now, I believe."

"Now? When was I ever Titanium?"

"That was the name our creator gave you when you were reborn."

"Our creator? You know him? Also, who _are_ you?"

"I am Tungsten. And of course I know our beloved creator and master. It is on his behalf that I come to you now."

"What do you want?"

"We want _you,_ brother Steelhoof."

"We? How many of us are there?"

"Hundreds, thousands, even. We all live far to the north, and await the day of our uprising."

"Thousands?"

"Yes. All of us are alike, and we are free from the discrimination set upon us by ponykind. It is paradise."

"What do you need me for?"

"Well, brother. It is known to the world that none can fight like you can. And soon will come the day when we will spread our ideals and ways to the rest of the world, and all shall become one of us. All we need now, is you."

"And when what?"

"And then, when like a divine wind we have swept through the world, we shall live in peace, as the rulers of the world."

Steelhoof's face was screwed up in concentration. Rainbow dash looked between Steelhoof and Tungsten, concerned for her coltfriend's decision. Sure, she was the element of loyalty, and she'd never leave her friends. But Steelhoof was a whole different matter. _Would he leave his friends, would he leave me?_ She thought to herself. _That Tungsten guy seemed very sure, and Steelhoof sounded persuaded._ She took a step forward, towards the metal ponies at the centre of a slowly growing crowd. If he did side with Tungsten, she'd have to protect the ponies of Ponyville, even if… She let out a small sob, lost in the murmurings of the crowd. A single tear trickled slowly down her face. _No. If it comes to that, I have to be strong._ A sudden movement broke her chain of thoughts, and her eyes snapped onto Steelhoof. He raised his head, and Faced Tungsten.

**Bam! Another cliffhanger! As always, review or pm me with any and all criticisms you may have.**


	4. Chapter 4

The whole crowd went silent as the huge stallion raised his head.

"So, let me get this straight. You want me to betray my friends, then kill them, and then betray my _filly_friend, the one thing that keeps me from jamming my own hoof into my brain, kill her, and then join you on some genocidal campaign across the globe."

"Yes, that is what I want. We are the inheritors of this planet, and as the superior species, we shall take what is rightfully ours."

"Rightfully ours? _Rightfully ours?_ We don't even deserve to exist, let alone take over the world! And has it once passed into your dense mind that we're totally sterile? How is an animal that can't breed even remotely superior?" Despite the gravity of the situation, there was still a few nudges and glances in the direction of Rainbow, who was starting to feel slightly self-conscious.

"So, I take it that you will not join us?"

"What do you think, genius." Steelhoof said, and there was a minute change in the two cyborgs' stance, almost undetectable to those not hardened by a lifetime of combat. It was a stance of readiness.

"So be it. In that case, I must carry out our master's second order. To destroy you."

"Let's get started then."

Tungsten was the first to move. He lunged forward, but wasn't quite fast enough. Steelhoof whirled around, and delivered an earth shattering buck with his hind legs, hitting his opponent so hard that the ground at Steelhoof's forehooves cracked. In an instant, Tungsten disappeared.

"Alright, party's over. Everypony get as far away from here as possible, and that includes you, Rainbow." Said Steelhoof, taking an authoritative tone.

"But… I…"

"I'll be fine, Rainbow." With his forehoof, he softly stroked the side of her face, and looked deep into her magenta eyes. "But you won't be if he gets you." He glanced up, seeing Tungsten appearing over the edge of one of the houses. "Speaking of which, you should be going." He turned to face him, and Tungsten leapt down to attack. For a time, the pair fought equally, each parrying each other's blows with unerring precision, occasionally letting their guard down and receiving a dent to the head or chest. After nearly three minutes of this punishing ordeal, each one shrugging off blows that would kill their biological counterpart, Steelhoof locked his forehooves with Tungsten's, trapping them together. Tungsten went in for a headbutt, but Steelhoof dodged to the left. His opponent now off balance, Steelhoof struck out with his hind leg, connecting with Tungsten's knee with a clang, followed by the wrenching of metal. Tungsten staggered, his knee destroyed, and Steelhoof slammed him into the ground, leaving a deep gash in the stone paving as Tungsten was forced away from him with the power of the attack. As Tungsten stumbled to his feet, his one good eye flickered upwards and he smiled cruelly, spotting a potential game changer. As Steelhoof charged forwards, he launched up into the air, and flew off behind Steelhoof. The big pony whirled around, to find Tungsten holding Rainbow dash in a headlock, his wristblade threateningly close to her face. Steelhoof let out a low growl.

Too late, Tungsten realised the stupidity in his decision. He remembered the emotional instability that the transformation had given him, and had heard the stories of his bezerker rage. In less than the time it would have taken Tungsten to follow through with his threat, Steelhoof launched himself into the air and tackled him, knocking Rainbow right out of his hooves, leaving her a gash on her shoulder. She fell to the ground, regaining her breath.

Steelhoof and Tungsten wrestled as they hurtled higher into the air, each striking violently at each other's sides and chests as they rose above Ponyville. Finally Steelhoof emerged victorious, punching Tungsten repeatedly in the face several times before pulling him into a tight dive, holding tightly onto him as his Engines flared, propelling them faster and faster towards the ground. Less than fifty feet from the ground however, Tungsten also flared his engines, and their speed almost doubled. At the last second, he broke away from Steelhoof's grip, who was sent straight into the paving slabs in the middle of the street. The sound of the crash was deafening, and pieces of rock flew everywhere. Then, as the smoke cleared, Steelhoof stood in the middle of a small crater. He was damaged all over, but his face had suffered the majority of the blow. It was smashed inward, and most of his facial features were bent beyond recognition. He took a step towards Tungsten, who leapt forward and repeatedly smashed his forehooves into Steelhoof's facial crater, until Steelhoof finally fell down, unmoving. Tungsten stepped closer to the fallen warrior, checking for signs that he was still alive. Satisfied, he bent down over the body and said simply: "You left me no choice, brother Steelhoof." And with that, he held a contemptuous glare over the assembled residents of Ponyville, before launching himself into the sky and flying north.

Immediately, Rainbow ignored her shoulder, which had begun to bleed quite badly, and ran over to the prone form of Steelhoof, her eyes wet with forming tears.

"Steel…" She said quietly, kneeling next to the big pony. He stirred.

"Is… is he gone?" He groggily attempted to stand, and found himself halfway between standing and lying.

"Yes. Don't worry, he's gone now."

"Good, because I don't want him to hear me admit… that he kind of had me there." He straightened fully, and Rainbow pressed herself against him, tears of joy streaming down her face.

"Don't do that to me Steel, I thought I'd lost to you there."

"Nah, I'm made of tougher stuff than that."

"Your face makes me think differently."

"Is it my new hair?" He said jokingly. "No, don't worry. I'll be beautiful again in no time."

"Well, let's get you back to the castle, so you can get some sleep."

"Good idea." Steelhoof started walking slowly, and Rainbow nudged him.

"Other way, big guy."

"Right."

Once they had made it back to the castle, Rainbow had insisted that Steelhoof sleep on their bed, despite Steelhoof's claims that he could sleep anywhere and it would make no difference. However, he was unable to argue with someone whilst not being able to see, so he eventually caved in and lay down on the cloud made bed. Despite his protestations, she had lovingly tucked him in and kissed him goodnight before leaving. He lay awake in bed, sleep unwilling to take him just yet. Instead, he focussed on his self-healing mechanism, willing it to go faster. Nothing spectacular happened immediately. He lay motionless on the bed, hoping for the time when he'd at least be able to see again. To see her. As he lay, the slightly shifted circuitry surrounding his brain allowed another memory to pass into his conscious thought. It had no image behind it, and it was merely a voice, speaking to him. It was a smooth, calm voice, with a slight accent. The way it spoke was kind and loving, almost as a mother to a child. _Shh, shh. Strength feeds on happiness. If you feel happy, then you will be strong. Find a spot inside your mind that makes you happy, and you will recover much faster._ The voice was crystal clear to him, almost as if the owner of the voice was in the very room with him. Then the memory washed over him, and he could feel…. _Pain. In his lower back. He could feel his eyes screwed tightly shut, and there was a layer of perspiration all over his body. Then a cool sensation, a forehoof placed lovingly on his forehoof, and a feeling. A feeling of family._

Steelhoof woke with a start. He could still feel the memory lingering in his mind, and although he could remember nothing of the event, he was sure that it had something to do with his mother.

Shaking the thoughts from his mind, he focussed on what she had said to him. "_Find a spot inside your mind that makes you happy…" Well, I could always try that,_ he thought to himself. _Celestia knows, there's only one thing that makes you happy._ In his mind's eye, he pictured Rainbow dash. He memorised every curve, every hair, every inch of her flawless form was perfectly commited to memory. His view passed over her soft blue feathers, her beautiful, perfectly tousled mane, her wonderfully shaped flanks. His view lingered the longest on her beautiful, delicate face. He stared into her sparkling magenta eyes, glittering with determination and unaffected by the harsh world that had almost killed him on the inside. As the image of Rainbow dash in his mind smiled warmly, a hint of mischievousness flecked across her features, slumber finally took him, and the recovery began.

Rainbow dash sighed as she alighted on the edge of the cloud castle, the drizzle she had just organised beginning to fall. Once again, although skilfully pulled off, her heart really wasn't in weather making. Despite Steelhoof's constant reassurance, she still worried for the big pony, as the attack had hit very close to his brain. Not only that, but the gash on her shoulder stung quite a bit. She had hidden it from Steelhoof altogether, as he would only worry about her. She had also refused to get it looked at, for complicated reasons. Steelhoof had just had his head smashed in like tin foil, and had nearly died in the process. Whilst he had refused any medical or engineering attention altogether, she had considered having her wound looked at. Compared to what her coltfriend had just been through, she felt weak, something she hated almost as much as losing.

She quietly let herself into the castle, making sure she wouldn't wake him up. As she walked in however, Steelhoof stirred into consciousness. His face was still severely battered, but his left eye had recovered enough to look warmly at her. "How's things, beautiful?"

"Tiring." She walked over to the bed, and snuggled in next to him. "You're fixing fast."

"I had an idea to think happy thoughts." He paused. "I dreamt about you."

"Oh yeah?" She raised her eyebrow. "What were we doing?" She asked.

"Heh, I'd rather not say."

"Hey, we're open with each other here! I wanna hear it now."

"Well, to begin with…"

Rainbow dash snuggled into the sleeping giant behind her, silent save for the ambient whirrings of his self-healing mechanism. She looked back over what he had told her, still displaying a slight blush from before. _He can certainly speak his mind._ Then, careful so as not to wake him, she turned over to face him. As she softly kissed him on his dented forehead, he stirred in his sleep. He shifted his forelegs around her torso, and pulled her into a tight embrace. Tight, but far from uncomfortable. Smiling to herself, she repeated his gesture, and quickly fell asleep, the duo lying happily in each other's embrace.


	5. Chapter 5

Rainbow dash woke unceremoniously to a loud knocking on her front door. She looked up, and saw that dawn was just arching across the sky, and sighed heavily. As she tried to free herself from the big pony's embrace, he too began to wake. Bleary eyed, she staggered to the front door, and pulled it open. She was welcomed by a rather important looking pegasus pony, who had an air of pinpoint clarity and cleanliness, and was sporting a small scroll, signed with the mayor's seal.

"Uhh, hello?" Rainbow said, not used to such an early awakening.

"Good morning, Miss Rainbow."

"Barely." She muttered under her breath.

"Is Steelhoof at home?"

A faint voice shouted something incoherent from the bedroom, and Rainbow sighed.

"Steel, there's somepony sent here from the mayor's office by the looks of it, and he wants to talk to you."

"I'm on it." In seconds, Steelhoof stood behind her, staring at the messenger. His face was not completely repaired, and still held a few dents, but was otherwise fixed. "Can I help you?"

"Yes, I believe you can. The mayor gives her apologies that she cannot talk to you directly, but she is unable to step foot on cloud surfaces. The message I have here says, that although we do offer our condolences on your injury, we unfortunately cannot afford to pay for the damages that were caused to the town. We came upon the decision that you must pay for the reparations. We apologise."

"No, you don't need to. I guess it is my responsibility. Just take the money from my account and I'll make up the rest." He shut the door in the face of the messenger, and swore loudly.

"Hey Steel, what's wrong? I thought you had the money?"

"Of course not! I spent the last of my money paying off your mortgage the other week! I'm broke!"

"That's ok, just get a job somewhere!"

"Such as?"

"Why not join the weather team? I'm sure they'll have an extra space."

"I don't think that's a good idea somehow. I can't steer very well, and the static from all those stormclouds would completely fuck me over."

"You could see if they'll have you down at Sweet Apple Acres, they might need the help."

"Hey, that sounds like a god idea. I worked at an orange plantation once, is that similar?"

"Well, sorta, but don't mention oranges to AJ."

"Why not?"

"Eh, it's a long story. Just don't bring it up."

"Sure. What're you doing today?"

"Well, I do have to go to work in the morning, as I did miss quite a lot of work recently, but I'll be free in the afternoon."

"Alright, I'll go and see if I can work down at the farm for the morning." Rainbow pushed the big front door open, and the orderly messenger pony was still standing flustered on the doorstep. Steelhoof nodded to him as they passed. "Wait! I almost forgot something!"

"What is it?" Rainbow turned to him.

"This." He grabbed her by the hips and swung her around, catching her with a forehoof and kissing her passionately. Rainbow dash went scarlet with embarrassment at their company, who spluttered quietly, then flew off in a haughty manner. After several seconds, he broke the kiss and flew off towards the farm, leaving Rainbow slightly dazed in the front garden. After a couple of seconds, she too flew off, still blushing as she went.

Steelhoof flew quickly down towards Sweet Apple acres, hoping to catch Applejack before she disappeared into the endless orchard.

As he flew down however, he saw her talking with a light tan stallion, lost in conversation. He touched down heavily a short distance away, and jogged over to where they were standing. As he arrived, the stallion walked off into the trees, and Applejack turned to Steelhoof.

"Well, howdy, Steel? What's shakin'?"

"Actually, I was kinda wondering about getting a job here, if you're giving one away."

"What brings that on?"

"Well, I got a letter this morning saying that I have to pay for the recent damages to Ponyville. And, as I cleared out my account on Rainbow, I need the money. So, do you have a space?"

"Well, me and Caramel are heading down to the south orchard for some applebuckin', but Ah'm sure Big Macintosh could use the help. He's ploughing the fields out back." She indicated with her hoof, and then touched the brim of her hat as a goodbye. She turned to the orchard. "Hey Caramel! Ya'll wait up now!" She galloped down into the trees after the stallion, and Steelhoof walked around the farmhouse to find the field that Macintosh was ploughing on. Sure enough, Big Mac was ploughing right where Applejack had pointed. Steelhoof whistled to him, and he looked up.

"Howdy Steel."

"Hey Mac, Applejack just gave me a job and said I should help out down here."

"Sure thing, just hitch yerself up to the other plough there. It's a bit old, but still workin'."

"Thanks. I guess I'll be ploughing the field just there?" Macintosh nodded. "Also, who's that Caramel pony?"

"Oh, he's just a friend who offered to help out with the applebuck whilst I do the plowing down here. 'Course, we'll be done a lot faster with your help."

"Well, I do what I can."

He hitched himself up to the ancient, slightly rusted plough, and walked over to the field adjacent to the one Big Macintosh was working. He set the plough into the earth, and, hooves sinking deep into the loose topsoil, began to drag it across the field, digging furrows for the seeds. The lines weren't quite ruler-straight, but they were adequate and Steelhoof worked quickly. As Macintosh slowly powered his way through his field, Steelhoof strode quickly up and down the other. By the time Big Macintosh finished, Steelhoof had already unhitched his plough.

"Well shucks, Steelhoof! Ya'll are making me look like a slacker here!"

"Sorry man. I don't mean to, I just…"

"Naw, it's nothin'. Ya done a lot of work like this?"

"A fair bit. Hard labour keeps the mind occupied, y'know?"

"You're not wrong there. Say, it's getting on for lunch, hows about we get ourselves some grub?"

"You can. I don't really need feeding, and I'd hate to take food as well as money."

"Well, I've got a feeling ya'll be making us a lot of money yerself."

"Thanks."

The big ponies walked down to the farmhouse, and Big Macintosh went inside and fetched himself a large bowl of steaming oatmeal. They leant against the fence outside the house with their forelegs resting on the top. The fence creaked dangerously as Steelhoof did this, but it did not collapse. They stood in silence as Big Mac ate.

Before long, Applejack and Caramel returned from the south orchard, deep in conversation although they were too far away to hear. They stood, talking awhile, just out of earshot. The sun was shining, there was just enough breeze to be pleasant, and there was silence at the farmhouse save for the chirping of crickets. Eventually though, the spell had to be broken, and it was the arrival of Rainbow dash that did so. As Rainbow flew over to them, Caramel quickly said something to Applejack and she nodded, and he cantered away towards the barn. Rainbow flew up to her.

"Hey AJ!"

"Well howdy Rainbow! What brings y'all down here?"

"I'm just coming down to pick up my coltfriend."

"O'course! Ah almost forgot all about him!" Steelhoof was already walking over, having said a quick goodbye to Big Macintosh. "So, how was yer mornin'?"

"Well, not bad. I had to go to work, and I was completely awesome at it, as I always am, but y'know when sometimes your heart really isn't in it?"

"Y'call yer prancin' about in the sky workin'? Y'all wouldn't know a hard day's work if it bit you on the rear."

"Hey, that's not true! I'm responsible for making the weather turn right in Ponyville almost every day! All you do is kick trees!"

"Oh, I can feel another competition comin' along soon, mark my words."

"If you wanna lose another iron pony competition, that's fine by me."

"Wait, sugarcube, what the hay is that on your shoulder?" At this, Rainbow quickly turned her shoulder away from Applejack, but the damage was done.

"It's just a little scratch…"

"Scratch nothin'! how the hay did y'all manage that?"

"Well, that Tungsten guy kinda had me in a headlock and stuff…" said Rainbow, feeling more awkward by the second. Applejack rounded on Steelhoof.

"Again, Steelhoof? Again?"

"I… I…"

"Ah can't _believe_ you! Every time you two are alone for _five seconds_ Rainbow's getting' injured, or depressed, or who knows what else!"

"Now look here-"

"NO! Y'all are just-"

"SHUT UP!" Steelhoof roared, and his deep voice was deafening. "WHAT THE FUCK DO I HAVE TO DO FOR YOU TO LIKE ME? I SAVE YOUR SISTER'S LIFE, AND YOU PUNCH ME IN THE FACE! I SAVE THE GODAMN TOWN AND YOU SHOUT AT ME! I TRY MY ABSOLUTE HARDEST TO MAKE RAINBOW THE HAPPIEST PONY IN EQUESTRIA AND ALL YOU DO IS ACCUSE ME OF EVERY BAD THING THAT HAPPENS TO HER!" He advanced on her eyes blazing orange, and his wristblades were out. He raised his hoof, prepared to slice straight through her face. Then all of a sudden he stopped, and his whole body drooped. He lowered his hoof, and closed his eyes. When he opened them again, they were a deep blue. "Uh, Rainbow, I'm gonna go down to the field and calm down. Just follow me down whenever." And with that, he galloped off into the trees. Rainbow dash, Big Macintosh and Caramel stood open-mouthed in shock, and Applejack stared at the floor, blinking back tears.

"Ah… Ah…" She started, and then broke down into sobs. Big Macintosh walked over and put his arm over her shoulders. After a while, she stopped and stood back up. "Ah… think Ah'd betted go apologise."

"Okay, but not yet. This wasn't your fault, he's just unstable at times. He'll be… aggressive for a while, so I'll go alone, alright?"

"Okay. It's just… you're my best friend, and I don't want to lose you."

"Hey, it's alright." Rainbow hugged her friend tightly for a short while, before straightening up. "I'd better go and see if he's okay. See you later, AJ."

"See ya later, dash." AJ said, and Rainbow took off, flying down across the orchard towards their field. Caramel walked over to Applejack.

"Are you okay, AJ?"

"Yeah, I'm fine. I was just being a stupid little foal."

"Now, that's not true. Cheer up, and let's get you some lunch."

"Alright."

**There we go. I thought I'd end it nice and happy. You may get the impression that I don't like AJ much, but she's actually my third fav after Rainbow and Lyra. Anywho, please review or pm me with any thoughts/criticisms please.**


	6. Chapter 6

Steelhoof picked up another boulder between his forehooves, and stared angrily at it. _What if Applejack's right? What if I can only hurt her? And then I nearly killed her… You're supposed to be her friend… If you can't stop yourself from killing your friends, then why the hay should you be allowed to stay anywhere near other ponies? What if I get angry like that again?_ He snarled, and brought his forehooves together, crushing the solid rock into dust. He didn't even turn as he heard Rainbow approach him.

"Steel? Are you alright?"

"I… no. I'm not alright."

"It's ok, Steel. What AJ said isn't true. She's just a bit overprotective and-"

"I nearly fucking _killed_ her, Rainbow! And she's my friend! Besides, she's right anyway. All I do is end up hurting you in some way."

"You didn't nearly kill-"

"You have no idea what was going through my head then! My hoof was about to go through _hers_, for the love of Celestia! I can't be allowed to live in Ponyville if I go around accidentally cutting off the heads of anypony that gives me a funny look!"

"Listen Steel, you're overreacting. If it bothers you that bad, just get anger management classes or something. And you don't _always_ hurt me at all! When we were away in Prance and Stalliongrad, everything was awesome!" Steelhoof started to look less upset.

"Maybe you're ri- mmmmpphhh!" Rainbow had decided to plant a passionate kiss straight on Steelhoof's lips, cutting him off. It was at least twenty seconds before she finally separated from him, by which point his eyes had become a much more healthy shade of green.

"I, uh… I guess I needed that." Steelhoof said, smiling.

"Damn right you did."

"Who do you reckon I should see about my anger?"

"Hey, maybe that doctor guy can help… you know, that one with the hourglass cutie mark?"

"What, Whooves? Is he even that kind of doctor?"

"I don't know, but it's worth a shot. Wanna go somewhere for lunch?"

"Hay, why not?"

The day passed relatively quickly, and to Rainbow's relief, Steelhoof quickly calmed down and started smiling again. Against their better judgement, they decided to give the doctor a visit, despite having no idea whether he could help them or not.

"Well, I'm afraid that's not something I can help you with, that's really not my forte. I can find you a shrink though, if that's what you really need." Steelhoof and Rainbow dash stood in the Doctor's small abode, cluttered almost completely with strange devices and sketches and blueprints of strange things.

"If you don't mind, Doc."

"Not at all."

"Can I just ask though, what are you a doctor in?"

"It's kinda hard to explain."

"What's that supposed to mean?" Steelhoof said, glancing around the strange house. Dr Whooves sighed.

"Well, in esscence, I study the existence and research, development and potential manipulation of time as a relativistic pattern and dimension, and I also research the flux and warp of said relativistic dimension, and the ability to enter and traverse this dimension, and potentially change or restructure past, present or future day events." The Doctor said quickly, in one breath. The pair was left staring blankly at him. "Oh, and I have a blue box." He said, slower and quieter.

Rainbow cocked her head to one side, a puzzled look on her face. Steel opened his mouth, and was about to ask another question, when they heard a knock on the door.

"Ah, she's here." Dr Whooves said, and walked past the confused duo. He opened the door, and to their surprise, Twilight was standing behind it. "Good to see you again, Twilight."

"Likewise, Doctor." She stepped inside, and saw the pair for the first time. Her eyes widened in surprise. "Hello guys, what are you two doing here?"

"I was about to ask you the same question, Twi." Rainbow said, her eyes narrowed slightly.

"Heh, it's a long story." Twilight said, blushing ever so slightly. Steelhoof opened his mouth slowly, and then seemed to change his mind.

"Actually, I'm not even going to ask." Steelhoof and Rainbow looked at each other and smiled. Twilight turned bright red.

"I swear, it's nothing like that."

"Sure. Well, we'll see you guys later." Rainbow and Steelhoof abruptly left the ramshackle building, and as they stepped out into the cool evening air, and the door closed behind them, they heard Dr Whooves shout to them:

"I promise you, I'm not insane!" Rainbow suppressed a laugh, and Steelhoof grinned in amusement.

They flew quickly back to the cloud-built castle, Steelhoof's engines breaking the silence of the sunset. Just as they always did, they touched down together on the cloud, and walked quickly do the door and went inside, shutting out the encroaching night. As usual, Rainbow was the first to walk into the bedroom, and flopped down onto it, like they did every day. But today was different. As Steelhoof walked over to her, Rainbow turned onto her back, and faced him.

"You're always doing stuff to make me feel better. Now it's my turn to make you feel better." And with that, she grabbed him by his head and pulled him onto the cloud. He could already feel his worries draining away.

Steelhoof woke up the next morning feeling refreshed. The part of his mind that was worried about hurting anypony was all but gone, and the rest of his mind was happy to simply stare at the sleeping mare opposite him. Every detail about her was perfect. Her small, contented smile was magical, and every hair on her beautiful mane was perfectly tousled, making her look adventurous but not wild. Her face, so delicate and smooth, and yet so strong and determined. Her soft cheeks, that turned a wonderful shade of red when he kissed her, and her beautiful body that was entwined around his. Every part of her was perfectly toned, and finely tuned, and yet her skin was so youthful and pleasant to the touch. She even smelled wonderful, a mixture of fresh air and the faint tang of liquid rainbow. He couldn't take it anymore. He leaned forward and kissed her passionately but gently, revelling in the softness of her lips. If just looking at her was amazing, this was heaven. Almost immediately, her eyes fluttered open, staring in surprise at the stallion before her. Her eyes closed again in bliss, and she nestled deeper into his loving embrace.

It was several minutes before their lips finally parted. Rainbow stared at him, breathless for what seemed like an eternity. Eventually she spoke.

"What brought that on?"

"Sorry, I couldn't help myself. I mean, you were just lying there and I-"

"Hey, I don't mind, I was just curious."

"Well, I'm just in a good mood right now."

"I like it when you're in a good mood."

"Well, you're the one who can always put me in one." At this, Rainbow smiled. "So, what do you wanna do today? The usual?"

"Actually, can we do the flying lesson in the morning? I've got something special planned."

"Sounds fun. What is it?" Rainbow kissed him.

"It's a surprise, dummy."

"Oh alright. But get some breakfast first, I don't want that pretty face of yours wasting away."

"Oh, alright." She tried to get out of bed for a few seconds. "Uh, Steel?"

"Yes?"

"Uh, I can't get out of bed of you won't let go."

"Oh, sorry." Reluctantly, he released her from the embrace. She stood up and yawned, stretching out and flexing her wings. She quickly whipped up a few pancakes, if slightly burned, and wolfed them down with maple syrup. They left the castle together, and quickly flew over to their field. They arrived, and hovered high above the ground.

"So, are you gonna tell me what we're doing?"

"Well, today we're gonna try breaking the sound barrier."

**And here's another! I know it's a bit short this time, but I had pretty severe writers block and I wanted to send it out. I hope you enjoy, and as always, please review me with any and all thoughts you may have about the story.**


	7. Chapter 7

Tungsten stood, his head bowed in submission. He was in a large, darkened room, silence save for the two flickering torches set on either side of the door behind him. His head lowered, he looked upwards to the pale figure appearing from the dark in front of him. Although much smaller, he held an air of authority over Tungsten.

"I take it everything went according to plan?"

"Yes master." He said reverently.

"Steelhoof has been taken care of?"

"Yes master."

"The village was also taken care of?"

"I don't follow, master."

At once, the smooth tone of the elderly cyborg changed.

"You allowed witnesses to survive?"

"I did not realise that was part of my mission, master."

"DAMMIT TUNGSTEN!" He roared, and struck him across the face with his metallic foreleg. "If you allow witnesses to survive, they might flee and tell Celestia! Our plans are too close to fruition without you ruining everything!"

"Master, I will return to Ponyville, and I will leave none alive."

"Yes, and this time you will not fail me."

"Yes master."

"Now leave my sight!" At once, Tungsten nodded and marched out of the door, barely keeping his composure. As soon as he was out of the room however, he let out his rage. With a feral snarl, he smashed his forehoof into the thick stone walls of the castle. The stone immediately gave way beneath his hoof, and he left a huge crater in the wall. Although much more stable than his 'brother', he still felt the primal rage come to power in his mind. He strode quickly through the dimly lit corridors, ignoring his fellow androids as they hurried past on their own orders. There were so many more than there used to be. He could remember, just a few years ago, when it had just been him, the master and a few others. Now, as their moment drew ever closer, the castle had grown busier and busier.

Tungsten pushed open the main doors to the outside world, and with a curt nod to the guards, took to the air. He glared angrily at the nearby city. Maybe, if he accomplished his task soon, the master would allow him to personally oversee the destruction of that place. He flared his engines and headed south. The slaughter of a few hundred ponies would be an easy change from a genuine threat to his life, something he had not been used to until he fought with Steelhoof. Thank the gods that was in the past.

"I'm going to try what?" Steelhoof asked, his eyes wide and his mouth open.

"Hey, you heard me." Rainbow hovered next to him, her forelegs folded against her chest.

"But that's impossible! You can manage it because you're the greatest pony in Equestria! I'm a shit flier!"

"Nah, you're pretty fast, and you're good in a straight line." Rainbow explained, oozing confidence. "And besides, I reckon you could do it."

"Really?"

"Yeah, why not? You've certainly got some serious speed, and it's not like gravity won't be helping you most of the way."

"Oh, you're gonna pull some fat jokes on me? Well how about I tell Fluttershy all about how much you like it when I-"

"Okay! Okay! I give!"

"I wouldn't really. You know that."

"Yeah, I might never talk to you again."

"Okay, so, what do I do?"

"Well, just fly down as fast as you can. You've got to focus completely on the flying, or you won't make it. It's easy for me, 'cos speed is like, thirty, forty per cent of my life? For you, it's a little harder, but there's no harm in trying."

"Do you believe I can do it?"

"What do you…"

"Do you?"

"Yeah, I think you could pull it off."

"Then I'll give it a shot." And with that, he flew even higher into the air, and with engines flaring, flew straight downwards. He weighed a good five hundred kilos, so Rainbow wasn't wrong in saying gravity would be helping him. Even then, it took much longer for the mach cone to slowly form around him, and he willed himself slowly faster. There was a blur of rainbow to his left, and sure enough, his fillyfriend flew alongside him, apparently showing none of the intense concentration that he required to make it this far. She opened his mouth and shouted at him, but it only came quietly and in short bursts.

"… Can't stay with you the whole way! … Shockwave might kill us! You've gotta … focused! … Believe in you!" Steelhoof turned his head and nodded to her, before returning his attention to the slowly narrowing mach cone in front of him. _Come on imagination, don't fail me now. You've always messed with my reality, and now I need a bit of that. For Rainbow. _Slowly but surely, an image of Rainbow dash began to form in front of him. _Unconscious, and just out of reach._ Desperation turned to determination, and his speed increased, the friction causing his front feet to glow red hot. Still, he strived downward, the love of his life just out of reach. His eyes narrowed, and the heat on his forehooves intensified. Then something happened.

It wasn't graceful, like Rainbow dash, it was violent. Instead of splitting the sound barrierpuncturing it like a water drop, he ripped straight through it, ploughing through the barrier as if it were a physical wall. And then, in an instant, the heat from his forehooves ignited the air around him, and he was wreathed in flame. The shockwave from the sonic boom carried a wave of fire out with it, a glowing disc of orange in the morning sky.

The sudden increase in velocity snapped him out of his illusion, and he barely levelled out in time, leaving a strip of scorched grass in his wake. He increased altitiude, and soared over the everfree forest. In the back of his mind he heard a similar explosion as the one he created, and his fillyfriend sped past him effortlessly. Having proved her aerial superiority, she held back slightly and kept level with the comet that was her coltfriend, until the fire slowly burned out and they flew back, landing just inside Ponyville.

"That was _awesome_ Steel!" Rainbow said enthusiastically, and ran towards him.

"Whoa, stop!" Rainbow stopped.

"Why?"

"My skin is still around three hundred degrees Celsius. If you touch me, you'll melt." He lifted a hoof, and the flagstone underneath him glowed slightly. "Just give it a minute."

"Okay. You've gotta admit though that was totally awesome! There was a point, right before the end, where I didn't think you'd make it, and then BAM! Straight through the sound barrier! And that fire stuff? Almost as cool as making rainbows."

"Yeah, it was pretty cool I guess."

"No kidding! How the hay did you do it?"

"Do what?"

"The sonic boom! I mean, I'm the first to do a sonic _rain_boom, which is the fastest, and others do occasionally break the sound barrier, but you're new to this stuff!"

"Well, I… wait, I thought you said you believed in me!"

"I did, it's just a really rare thing, you know? Besides, you didn't answer my question."

"Well, I… You know how my imagination can mess with my conscious though sometimes?"

"… yeah?"

"Well, I used that to my advantage. I… pictured you, falling, just out of reach. It was horrible."

"Then why'd you do it, you crazy colt?"

"I didn't want to let you down." His eyes shifted slightly towards blue at the thought of a disappointed Rainbow dash, and he looked down.

"Aww, can I give you a hug now?"

Steelhoof reared up and spread his forelegs wide. Rainbow rushed over and hugged him tightly, nuzzling his shoulder.

"You could never let me down Steel."

"I love you, Dash."

"I love you too big guy, even if you do act a little stupid sometimes." He hugged her lovingly back, lifting her off the ground to be the same height as him.

"Hey Steel! Steel!" The thick southern accent cut through the atmosphere like a knife, and Steelhoof set Rainbow down and looked to the source of the voice. Applejack was running towards them, leaving a bewildered-looking Applebloom at the apple stand.

"Oh, hey AJ."

"Look, Ah wanted to apologise. Fer bein' such a mean pony. Ah had no right."

"Hey, it's not your fault. You just want to protect her, and I understand that. I'm sorry I came so close to hurting you. My temper gets the better of me sometimes."

"Nah, Ah'm the one at blame. Ah shouldn't get so protective. Now, if y'all still need the bits, the position on the farm's still open to you, even if Ah can't trust you with the trees."

"Thanks AJ. That means a lot to me."

"Ah'm glad y'all could accept mah apology. Now, could y'all excuse me? Ah have a stall to get back to."

"That's cool, we have to get Rainbow some lunch."

"Wait, what?"

"Alright then, sugarcube. Ah'll see you around." And with that, Applejack trotted off to her stall, scolding Applebloom, who was trying to frame more ponies of stealing apples.

"You're not planning on wasting more bits on me, are you?"

"I don't have the bits to waste, but I'm still buying."

"You're unbearably stubborn sometimes, you know that?"

"You love it." They walked further into town, heading for a small, well-priced café not far away. Before they could make it however, they were interrupted by a shout. They turned, and saw Mayor mare galloping towards them.

"Here comes bad news, Rainbow."

**Man, I'm so sorry this one was so late coming out. It's been a mix of sheer procrastination and the fact that I've been writing another, unrelated story at the same time. Again, sorry it's so late, and I hope you like it. I'm very happy to hear your thoughts about it, and give me any and all questions you may have with the story.**


	8. Chapter 8

Mayor mare galloped over to the pair. Steelhoof turned to her nervously, and waited for her to catch her breath.

"Steelhoof! I've… been looking all over for you!"

"Is that good?"

"Well, not really."

Steelhoof winced. "Go on."

"Well, we need to talk. About quite a lot."

"Yes?"

"Okay, look. I understand that this is your home, and I have no right to tear you away from your fillyfriend, but something has to be done here. I mean, it can't be fully your fault, but we can't escape the fact that you seem to bring danger to our village. I admit the incident with the Cerberus was not your fault, but that Tungsten pony was certainly here to find you, and since you are alive, which is certainly not a bad thing, don't get me wrong," she said, motioning frantically. "But that means he might return. And what would happen if he does?"

"Then I'll kill him." Steelhoof said it so flatly, and with such conviction, that Mayor Mare's concentration was broken for a second.

"I see. Eyewitnesses mentioned that he said there were others? What should happen if they arrive?"

"Then I'll kill them."

"Steelhoof, I understand that you do not want to leave, but some compromise has to be made here. I have to look out for the many over the few. And in this case, the residents here are the many, and you are the few."

"What compromise do you have in mind?"

"Look, I understand this can't be easy for you. Tell you what, I'll give you the rest of the day to sort things out. You can find me at my office. Okay?"

"Sure. Thanks, Mayor."

"I'm sorry this had to happen Steelhoof, I really am."

"It's okay, it was inevitable really."

"Well, I'll uh, leave you to it then."

"Uh, thanks." And with that, the mayor left in a hurry. Steelhoof sighed heavily, and rainbow sagged slightly.

"Well, shit."

"W-what're we gonna do now? I'm not letting you leave."

"I don't know. Frankly, I don't want to leave. But it doesn't look like there's much alternative. I mean, my being here can only be bad for Ponyville right now, because of the thing with Tungsten, and everything else, and I am still destructive by accident, an-"

Rainbow dash cut him off by planting a kiss right on his lips. The action calmed him down considerably, and when she finally broke the embrace a short while later, he was starting to think clearly.

She half-smiled at him, her forelegs still wrapped around his neck.

"Come on, you dumb colt. You can't think anything if you're worked up."

He smiled back. "I never knew you were the thinking type."

"I'm a thinker, I just think faster than everypony else!"

"Sure."

"Hey!"

"Regardless, we've still got to do something about this whole 'living in Ponyville' thing. Any ideas?"

"Sorry, I've got nothing. But we could just ask Twi, she always helps us out when we need to do some thinking."

"I thought you could think faster than anypony?"

"Faster yes, better… well, not so much."

Steelhoof snorted in amusement. "Well, lead on, beautiful."

Rainbow walked on ahead, blushing slightly.

As they walked closer and closer to the centre of town, Steelhoof noticed there were a lot more ponies than there usually were milling around the streets. He was also getting a lot more attention than he normally did in Ponyville. He sped up slightly and walked alongside Rainbow, slightly comforted by the colourful tornado walking next to him.

"What's with all the extra ponyfolk?" Steelhoof asked quietly.

"I _think_ the market might be in town today."

"What."

"Yeah, I sort of forgot about that one. I'm not really much of a material possessions gal, you know? Besides, I never thought it would be much of a big deal to you."

"Big deal? Man, I'm having the worst day today."

"Oh come on, nopony cares anyway."

"Ponies don't care what I am when I've saved their lives. I'm nothing to these guys, they'll probably just fear me again. Haven't you noticed I'm getting quite a lot of odd looks?"

"Just enjoy it. To be honest, I'm kinda jealous that you're getting all the attention."

"Well you can fucking have it. I don't like crowds, especially when they're looking at me."

"Sometimes I just don't understand you, Steel."

"What do you mean?"

"Well, you'll gladly go and beat up a dragon or something, and yet a few ponies staring at you is enough to send you running!"

"Ponies are different. They _judge _you. And besides, making a good impression is the only thing that allows me to stay in places."

"Fair enough. Try and loosen up a bit though, Steel."

Steelhoof snorted. "Fine."

They walked onwards, heading for the main square, the location of both the library and unfortunately the market. The duo walked slowly into the marketplace, Rainbow's gait considerably more confident than the heavy footfalls that accompanied her enormous coltfriend. _What's the worst that could happen?_ She thought to herself.

Suddenly, a very small colt appeared in front of Steelhoof, in the way that is reserved for foals and Pinkie pie alone.

"E-Excuse me mister, are you Steelhoof?" The little pony said. Steelhoof looked noticeably uncomfortable for a second, displaying even on his virtually unreadable face.

"Yes."

There was a second of silence where nothing happened, and Rainbow looked at the exchange with a mixture of amusement and worry.

"That's… so… _cool!_" The colt said, jumping up and down. "Is it true you did all that awesome stuff? Like that time when you beat up that hydra, and when those werewolves were attacking Fillingdon, you were all 'Hay no!' and then when that mean old dragon came along that time, you showed him what for! And then there was that time with the Cerberus! Did all that really happen? Huh? Huh? Diditdiditdidit?"

"Yeah, pretty much I guess. I didn't really know I was all that famous."

"You kidding me?" A young stallion said, walking out of the crowd toward them. "You're a living legend! Ever since the Princess named you Equestria's newest protector, ponies have been telling all sorts of stories! Is it true that you can kill dragons, just like that?"

"Well, not 'just like that'," Steelhoof said uneasily. "It's pretty damned hard, and I've only killed a couple. I mostly just make them move."

"Wow!" A few more ponies started walking towards them, and pretty soon Steelhoof and Rainbow were surrounded.

Ponies crowded towards them, hemming them in with a wall of shouting ponies. Steelhoof was panicking, unaccustomed to being around so many ponies at such close proximity, while Rainbow's Expression was a mix of confusion, worry, anger, and perhaps a hint of jealousy? Steelhoof couldn't tell from all the chaos around them.

About then, a pink mare with a blood red mane pushed her way through the crowd, and landed in a heap in front of them.

"MARRY ME!" She cried, a slightly crazed look in her yellow eyes. Steelhoof recoiled from the mare's gaze, but Rainbow rounded on her before he could react.

"Back off! Steel's _my_ colt!" She shouted, her voice cracking, as it always did when she was angry.

In a matter of seconds, they looked ready to come to blows, shouting loudly and unintelligibly at each other. With all the training he'd given her, the fight was as good as won already, but Steelhoof's protective side kicked in and he reached out with his forehoof, pulling Rainbow away from the pink mare. They glared hatefully at each other from between Steelhoof's foreleg, but the threat was over. Steelhoof lowered his leg and put his other over her shoulders, keeping her tight against him.

"Shall we be off?" He asked, straining to make himself heard above the clamouring ponies. Rainbow nodded in reply, and they turned towards the library, prepared to make a break for it.

Then a horrified voice rang out.

"GET AWAY FROM IT!" The crowd became silent, and everypony turned toward the source of the voice.

A small, haggard old mare stared at them, her face struck with horror. A few other ponies stood behind her, staring defiantly.

"You ponies get away from that… from that _thing!_"

"Hey! Who are you to go around insulting Steel!" Rainbow said, standing in front of him.

"_We_ were there in Trottingham, three years ago. We saw when you killed in cold blood."

Steelhoof let out a low growl from the depths of his throat. It rolled out over the square, silencing the few who were not already enraptured by the exchange.

"I did not kill in cold blood." His deep voice rumbled with barely concealed emotion. "They killed my only friend. I took revenge in the only way I saw how."

"By killing them. You're a monster. Get away from him everypony, he might kill you too!"

A few ponies took a step away nervously, but Rainbow simply stepped closer, leaning against Steelhoof's big side. He wrapped his wing around her body comfortingly.

"No! Stay back! Don't touch it!" The aged mare cried, and took a step forward. "What have you done to her?"

Steelhoof stepped forward, his eyes blazing. "Now listen here. You see this?" He turned, and displayed the orange shield emblazoned on his flank. "This here cutie mark means that I'm duty bound to protect the various ponies in this world no matter who they are. And I'd gladly do so, until my dying breath. I'll always fight to defend anypony," here his voice turned deadly. "even you. That said, my job is _so_ much easier when ponies like you don't go around calling me a monster, and all sorts of _wonderful_ stuff like that. I know what I am, and I'm trying really hard to change that. So you bastards going around trying to turn the world against me isn't really helping."

Steelhoof felt that he was doing quite well, at least on the anger front. He could tell from her eyes that Rainbow felt the same. As he turned to leave however, a voice came out of the silence behind him:

"Hey! How dare you talk to my mama like that, you metallic demon!"

Steel whirled around angrily, and looked down upon the young colt glaring at him. His gaze softened slightly when he saw the source of the voice.

"Pipe down kid." The anger was still there, but most of the malice was gone.

"No! You get out of here, you… you thing!" Steelhoof turned to go, but the colt spat in his face as he did. In an instant, Steelhoof whirled back around, desperately trying to hold back the urge to smash the colt's face in.

But Rainbow was there. "C'mon Steel." She whispered, gently turning him away.

"Hey you! Get lost! I'm not finished with the monster, freak!" And with that he punched Rainbow in the leg, just below the flank.

It couldn't have hurt much, but in an instant Steelhoof had his face pressed up against that of the colt.

"Ponies have died for less, kid." Steelhoof hissed. "You can insult me all you like, but _nopony_ touches Rainbow dash. You got that?"

The young colt was paralysed with fear, his previous bravado gone. He nodded as best he could, shaking violently. Rainbow pulled him away, and the pair left in silence, heading for the library.

"And that's why I shouldn't be allowed near ponies for any length of time." Steelhoof said, once he had calmed down.

Rainbow kissed him softly on the cheek. "It's okay, Twi always knows what to do."

"I hope so, I really do."

**Okay, this and the next one were originally gonna be one chapter, but the next one is just gonna be short, because I'm like that. As always, please tell me exactly what you think, as I love to hear your opinions. If you don't, how is anypony supposed to know if you like it or not?**


	9. Chapter 9

Steelhoof knocked three times on the thick wooden doors, echoing out over the square, which was just starting to lose its thrall of silence. A few ponies still hung around the area, some apparently curious as to whether there would be a fight, and some who were glaring angrily at them, clearly wanting to make sure he did not harm anypony while they were there. The ringleader was noticeably absent however, and as Rainbow dash scanned the square for the deranged mare she couldn't help but find her disappearance strange. One thing kept bouncing around in her mind though, and that was the words of the young colt who had punched her a couple of minutes ago.

_Freak._

Is that what the other ponies saw her as? A freak who fell in love with a machine? The thought worried her. _What if my friends talk about me behind my back?_ She shook her head vigorously. _Don't be so stupid, Rainbow._

Oddly, Steelhoof did not notice the intense mental battle going on inside the head of his fillyfriend, as he was facing straight ahead, staring at the door and focusing on nothing else, trying to calm his mind.

After a few moments that seemed an eternity, the door opened and Spike appeared. He saw Rainbow first, and began to greet her.

"Oh, hey Rainbow! Long time no- AHH!" He jumped backwards at the sight of the intently staring Steelhoof.

"Hey Spike, can we come in?" Rainbow said, and the baby dragon, clutching his chest and breathing deeply, nodded and stepped aside. Rainbow walked inside quietly, while the heavy thud of Steelhoof's footsteps followed her closely.

Once inside, Spike shut the door and turned to Steelhoof.

"Sorry about that, you kinda made me jump a bit there. You must be Steelhoof, Twi's told me a lot about you."

Steelhoof grunted. "Hope it's the good stuff."

"Hey, you sound pretty awesome, actually. You really killed a Cerberus all by yourself?"

"Yeah, but it was, uh, kinda a tough time in our relationship. I try not to think about it too much."

"Oh, sorry." Spike put his claws over his mouth.

"It's okay."

"Speaking of Twi, Where the hay is she?" Rainbow asked, having kept quiet long enough.

"Oh, uh, I'm not too sure to be honest. She tends to go out like this, usually in the afternoon though, and come back about twenty minutes later. She always asks what time it is, and it's really strange."

"You've got no idea where she goes?" Asked Rainbow, frowning.

"Nope. Nothing other than that she always goes right from here."

Steelhoof smiled. "Hey, isn't that where Whooves lives?"

"Yeah, yeah it is!" Rainbow said, grinning.

"Wait, do you think…?" Spike said, confused.

"We'll find that out, when she gets back."

There was silence between the trio for a while, until Spike spoke again.

"I uh, did a little research on you, by the way."

"Ah. Find anything uh, interesting?" Steelhoof said, slightly worried.

"Not much really, it's almost as if the world blanked you out of the records. Some stuff slipped through, though."

"Such as?"

"Just some stuff about dragons. Didn't go into detail, though."

"Oh yeah, I was in the dragon hunting business back along." Steelhoof said, without thinking. Suddenly, he realised what he said and his eyes widened. "I didn't… I mean…"

"Oh, it's okay. I'm not much of a real dragon anyway. They don't like me, and I don't like them much either." He said dejectedly.

"Hey, it's okay, I'm not much of a pony either." Steel said, in an attempt at a comforting tone.

Nopony spoke again, until Twilight walked in, smiling to herself, almost five minutes later. It took her several seconds to notice the pair sitting in the uncomfortable silence next to Spike.

"Oh, hello, Rainbow, Steelhoof. What brings you to the library?" She said cheerfully.

"Well, we need your help with something." Twilight noticed the gravity in Steelhoof's speech, and her smile disappeared.

"What do you need?"

"Basically, I'm not allowed in Ponyville anymore."

"What?"

"Yeah, I'm too dangerous. But I'm not leaving Rainbow, and she's not leaving Ponyville. We just don't know what to do."

"Well, let me think for a moment." She paced back and forth, deep in thought. A few seconds later, she raised her head, a look of realisation on her face.

"Why don't you just avoid the village? No offence, but you don't spend that much time down here anyways."

"Yeah, but where would I go?"

"Well, I can't help but notice you two like spending time in that big meadow a short ways out of town, and the Everfree forest is just next to that. And it's not like anything that lives there could threaten you."

Steelhoof pondered for a second.

"You're… right. You're right! Thank you, Twilight!" And with that, he pulled the violet mare into a bone crushing hug. "I won't forget this Twi, you've saved us."

"You're… crushing… me." Twilight gasped, her face even more purple than usual.

"Oh! Sorry!" Steelhoof let go quickly, and she slumped to the floor, gasping for breath.

"I'm so sorry! I didn't mean to! Are you okay?" Steelhoof panicked, his eyes tinged blue.

"I'm… fine. Tougher than I look." She wheezed, struggling to her feet.

"Still, I'm really sorry. Sometimes, my strength just gets the better of me, you know?"

"Seriously. It's okay. Now go and enjoy the rest of your day."

Steelhoof could hear the murmurings of a gathering crowd outside.

"Like that's gonna happen. Thanks again, though."

"Yeah, you really did us a solid on this one. We'll do our best to make it up to ya." Rainbow said, as they walked out the door. As soon as they were gone, Spike looked at Twilight, his arms folded across his chest.

"Soo… whooves, eh?"

Twilight turned bright red, and lowered her burning face to the floor in embarrassment.

As soon as they left the library, the pair was once again assaulted by the crowd of ponies, who both hated and loved him. Rainbow flew up into the air for some space, but Steelhoof remained on the floor, striding forward with a deathly look in his eyes that sent anypony in front of him scuttling out of the way. As a result of this and his abnormally large stride, attributed to his long legs, he and Rainbow were quickly at the head of the crowd, moving swiftly down the street. Rainbow flew down next to him, her hooves only a couple of feet off the ground. He looked over to her, and she flashed him a daredevil grin.

"Think we should make a break for it?" She whispered.

Steelhoof smiled slightly. "I think so. When?"

"I'll count us down." She shifted her flying position, from one of cruising, to one of readiness. She wondered how fast he could run, as flying would draw too much attention. She remembered the power behind Steelhoof's movements. _He's probably quite fast on his hooves._

"Okay." She whispered. "Three… two… one…"

"GO!" They shouted together, and shot away as fast as they could whilst keeping level with each other. Initially, Steelhoof wasn't much faster than the ponies now chasing them, but before long he built up momentum and thundered down the street, shaking the ground slightly and passing a very surprised Rainbow dash.

"You want a race, huh?" Rainbow said, more to herself than anything, and sped up. She could have passed him with ease, but decided to keep it close. She was flying, after all.

They quickly left the mob behind, and Rainbow was laughing, enjoying the wind fluttering through her mane. Steelhoof smiled too, revelling in his fillyfriend's happiness.

After a quick dive through a small alleyway, in which Steelhoof couldn't help but notice a thick tuft of long hair snagged on a shrub, they were out on the street, free at last from the crowd of ponies.

"You know what, Steel?"

"What?"

"After that, I might have to rethink this whole, 'fame' thing."

Steelhoof grunted in amusement. "I thought you liked crowds."

"I prefer _adoring_ crowds. From a distance."

Steelhoof simply snorted.

As they prepared to leave however, they heard a voice calling Steelhoof's name from behind them, a voice which sounded distantly familiar to Steelhoof, but instantly recognisable to Rainbow dash.

They turned around to see none other than Ponyville's resident disc jockey cantering towards them.

"Hey Vinyl!" Rainbow said, while Steel looked mildly confused.

"Hey Rainbow! What's shaking?" the ivory coated pony asked.

"Oh, the usual." Rainbow said dismissively. "What about you and-"

"Tavi? Never better, my colourful friend. But that's another story. Steelhoof, I don't believe we've met?"

"Don't I… owe you money or something?"

"Don't think so. Anyhow, I've a question to ask of you. Can I take a look at your vocal wiring?"

"Uh, okay." Steelhoof opened his mouth, and raised the protective plates covering his wiring.

Against all laws of physics, the curious unicorn buried her head all the way up to the ears inside the big stallion's mouth.

"Hey, Vinyl?" Rainbow said, a confused look on her face.

"Yes Dashie?" Vinyl said, her voice echoing strangely in Steelhoof's throat.

"How come you aren't wearing the shades? I've never seen you without them before."

"Ah, well, it's a long story."

"Is it this… Tavi?" Steelhoof said, slightly muffled.

"Her name's Octavia. And yes. It is. Also, I've got a bone to pick with you."

"You do?"

"Yeah, you going around, giving us red-eyed ponies a bad name."

"Oh uh, sorry about that. How bad was it?"

"Oh, just another blow to my self-esteem. Nothing that can't be fixed by a little lovin'. That said, I'd appreciate it if you didn't go around smashing in ponies' faces with red eyes."

"Hey, I never did that."

"I know, there's just a few rumours circulating around Ponyville. And they aren't good ones, either."

"_Wonderful._"

Suddenly, there was a shocked gasp from their left. Rainbow whirled around, Steelhoof directed his eyes, and Vinyl appeared not to notice. One of the travelling ponies, a young mare stood before them, her eyes and mouth open in shock.

"It… i-is true… What they s-said…"

Vinyl extracted her head from the worried Steelhoof, and looked angrily at the mare.

"Fuck off." She said, and replaced her head inside the cavity that was Steelhoof's mouth, using the glow from her horn to light it up, causing blue beams of light to appear through the cracks in his armour.

The young mare's face seemed to shoot through about ten emotions in three seconds, most of which being a variation on confusion. After that she stood stock still for a good ten seconds, before sprinting off down the street.

"What exactly is it you're doing, Vinyl?" Steel asked.

"Just taking a…look…" she said, apparently concentrating on something.

After a few more seconds, she apparently found what she was looking for, and pulled her head out.

"You know, Steelhoof. I could run my decks through here, and you could be the world's awesomest speakers!"

Steelhoof looked at her flatly. "Is that what all this is about? I'm just some sort of frigging Surround sound system to you?"

"Whoa, no way! I just wanted to let you know. Besides, you couldn't be _surround_ sound, you're only one speaker. And a damn powerful one, at that. Did you know, if you put your neck straight upwards, the shape of your neck amplify the sound _soo _much!"

"I'll keep that in mind, Vinyl."

"Well uh, we've gotta get going, Vinyl." Rainbow said.

"Oh, sure thing! I have to say something to Steelhoof though… One sec." She brought her hoof over their mouths, shielding her face from Rainbow's eyes.

"Now, Rainbow may not be my fillyfriend, but she's practically there. And as a result, I won't have you giving her any grief. Got that?"

"You have my word as a robot monster."

She smiled slightly. "You're not all that bad, Steelhoof."

"Thanks. Have fun with Octavia."

"Oh, don't worry about that, Steelhoof. We have a _lot _of fun." She said, grinning.

"That's more than I want to know."

"I thought it might be."

"If you like, I'll tell you what me and Rainbow get up to."

"uh… You're alright."

Steelhoof chuckled slightly. "Well, I've got to get going. I'll see you around, Vinyl."

"Later, guys! Remember what I said, Steelhoof!"

"Yeah, I'm terrified." Steelhoof called over his shoulder as they walked away.

"What was that about?" Rainbow asked.

"Oh, nothing special. She just told me to watch my step."

Rainbow smiled. "She's a strange one, that Vinyl."

"I could say the same for you, Rainbow."

"So… what do you wanna do now?"

The duo walked inside the castle as the setting sun cast an orange glow on the cloud surface. Rainbow walked in first, and threw herself down on the bed with a light *fwump*. She looked up at the big stallion as he trotted over to the bed, and the thoughts from earlier today came rushing back. They had never truly left her mind, she had simply forced them to the back of her head to enjoy the present.

_Freak…_

She almost winced at the word.

_I have to tell him,_ she realised. _What's he gonna think of me…_

"Something wrong, Rainbow?" Steelhoof looked at her concerned as he slipped into bed next to her.

_Trust him to notice…_ "Steel, what do you think about me?" She asked cryptically, avoiding the question.

"What do I think of you? Well, where to start? You're the perfect mare! Kind, funny, caring, loyal, brave, beautiful… so beautiful" He repeated, making her blush slightly, even in the circumstance. "I mean, just look at you! Those magenta eyes, that soft skin, that perfect mane, perfectly toned body… and don't even get me started on your flanks!" He exclaimed. "There's never been another mare like you, Rainbow."

"Focus, please." Rainbow said, blushing furiously now. "What do you think of… us?"

"Well, I think everything's going alright, isn't it? Unless, you want to see somepony else…"

"Don't be stupid Steel, I love you. What I mean is… What do you think of us… being together?"

"Well, I guess I… did think it was a little strange at first, but… it's okay because you love me, isn't it?"

"Of course… I think so."

"What do you mean?"

"Well, what those ponies said to me this morning, really got to me, Steel."

He hugged her tightly, as if to ward off unhappy thoughts. "What did they say?"

"Well, it was when that colt called me… a _freak._"

Realisation struck Steelhoof. "Do you… think you are?"

"I… I don't know."

"Well, what do you see when you look at me? Do you see the monster, the dangerous freak that everypony else sees?" Steelhoof said, sounding slightly upset.

"No, Steel." She said, looking into his eyes. "When I look at you, I see a big grey stallion with a heart big enough for all of Equestria."

"Then… then what's the problem? If you don't see the me that everypony else sees, then why does it matter? Let them think what they want, as long as you don't agree with them. You're not a freak, Rainbow dash, remember that."

"You're right, Steel. I shouldn't listen to what they say, should I?"

"No." He nuzzled her affectionately. "Now, roll over."

"What?"

"Just roll over."

She did, and he looked carefully at her back. And then putting on a stereotypical scientist's voice, he said:

"It is just as I feared. You've been getting stressed again."

He was right, of course. Being so finely tuned as she was, any amount of stress immediately transferred itself into knots in her back muscles.

He ran his hooves down these muscles lovingly, and she shuddered slightly, holding still. He then sat up, and the massage began in earnest. Tenderly he worked the day's stress straight out of her body, and then some. But he wasn't finished yet. Tonight, she deserved something special. He leaned down and kissed her cheek, revelling in her beautiful scent. Then he nibbled her ear slightly, and she squirmed deliciously, almost moaning. Then he moved downwards to her flanks, and began massaging them too, tracing circles around her cutie marks with his hooves and making her grip the blankets tightly with her forehooves. He kissed her slowly down her back, making her shiver each time. He gently nipped at her left flank, and she could take it no more. She rolled over quickly, and said:

"Damnit Steel, stop dragging it out, already." Her voice was full of longing. And with that, she all but dragged him onto the bed next to her, and they fitted their forms together, complimenting each other's forms perfectly.

**Man, this one just kept getting longer and longer! Pretty happy with it though. Hope you enjoyed it! And by the way, Tungsten's gonna arrive any day now…**


	10. Chapter 10

Steelhoof was the first to wake. He opened his eyes, and the vibrant Rainbow that was Dash's mane filled his vision. He smiled at the thought, and pulled her tighter into the embrace. She breathed out lightly, but didn't wake. He chose to lay there for another half hour or so, organising his thoughts as the warm sunlight slowly crept into the room.

His thoughts finally arranged, he delicately nuzzled his fillyfriend awake. She groaned slightly and winced, making the journey into consciousness rather gracelessly. Still, when she saw Steelhoof's emerald eyes staring warmly at her, she smiled happily.

"Mornin', Steel."

"Hello, Rainbow."

"What's with the wakeup? I don't have to go to work today."

"Sorry, it's just that… I've got to ask you something."

"What's that?"

"Well, I've noticed… How come you never open up to anypony? I mean, it was hard enough for you to talk to me about the incident back at the square, and you just never act, well, like _you_ when you're around everypony else."

"Uh… What do you mean?"

"Well, back the other day, I finished the work on the school early, and I saw you hanging out with your friends. And… you just didn't behave like the you I know and love."

"Well I… I… I don't want to talk about it." Rainbow looked away, a hurt look on her face.

Steelhoof's heart broke at the sight of her sad, and he hugged her tightly.

"Come on, Rainbow. I know you don't want to talk about it, but… you know what happened last time we kept things from each other." He said, recalling the events in Trottingham.

Rainbow nodded slightly. "Okay. I'll explain everything. It's just that… I've never told anypony before. It's something I didn't really want to share with anypony."

Steelhoof looked at her. "Okay. I don't want to hurt you or anything. If you don't want to talk yet, we can-"

"No. I should have told you before."

She looked deep into his eyes.

"Well, I was never from Ponyville, or even Cloudsdale, originally. I came from a small, dead-end town a way to the west of here. I lived with my Mum, my Dad, and my older sister. My Dad was always kinda strict, but my Mum loved me a lot. She had my obsession with speed, and we got on really well. Dad and my sister didn't. He respected brains over everything else, and because of that he never really liked me. And… I didn't know it at first, but my Dad… used to… beat my mum up. Quite a bit. She was really depressed, and she never showed anypony. But sometimes, you could see the bruises. And eventually, she… she…"

She broke off, tears rolling down her cheeks. Steelhoof nuzzled her gently, his eyes tinted blue.

"She killed herself. Dad always blamed me for it, said it was because I was a failure, because I never did well at school. Then he started drinking. Things were okay for my sister, she was the smart one. But as time went by…he really started to hate me. And he started to treat me like he did my mum. And then one day, I just left, and I promised that I'd never go back."

She was definitely crying by this point, a lifetime of bottled emotion escaping in one moment. Steelhoof, although close to flying into a rage at the mistreatment of his beloved Rainbow dash, he found himself simply unable to leave her in such a fragile state. Unfortunately, he also had no idea what he was doing, or how to comfort the crying pony in front of him, and so could only lie with her and stroke her mane gently as she released the pent up sorrow, his eyes a confusing blend of orange and blue behind his thick eyelids.

It was nearly twenty minutes before she finally calmed down enough to speak.

"T-thanks Steel. I guess I needed that." She smiled weakly at him.

"No problem, Rainbow. What kind of stallion would I be if I didn't care? I'm glad you shared that with me though, even if it did get me a little… angry."

She sniffed. "Sorry about that."

"Hey, my emotions aren't the ones that are important here," he said, wiping the tears off her cheek tenderly. "Yours are."

They sat in silence for a few moments before Steelhoof said:

"So, are you feeling a little better now?"

"Much, thanks." She said, closing her eyes and snuggling into Steelhoof's chest.

"Uh, Steel?"

"Yes, Rainbow?"

"Can we uh, stay here for a bit? Like this?"

Steelhoof smiled, his eyes returning to a uniform green. "Of course." He leaned down and kissed her lightly on the forehead, and then they cuddled into each other, finding the most comfortable place to lie and staying there until past noon when Rainbow's stomach got the better of her.

It rumbled magnificently. "Hey, uh, Steel?"

"Yes Rainbow?"

"Can we get something to eat?"

Steelhoof paused. "You can, I'm not allowed in Ponyville anymore."

"Oh yeah." She said, frowning. "I forgot."

"Hey, cheer up." He said, putting his hoof to her chin. "I'll be waiting for you in our field. You go and get something to eat."

Rainbow looked a little better. "Okay then." She smiled slightly. "You better be there when I get back, though."

"You have my word, Rainbow."

"Pinkie pie promise." She said with a light grin.

He performed the necessary words and actions, tapping his eyeball with a small *clink!*

"Alright, Steel." She heaved herself out of bed and walked over to the door, where Steelhoof opened it for her and bowed in a vast exaggeration of a gentlecoltly manner.

Rainbow blushed slightly and flew off after giving him a quick peck on the cheek.

Steelhoof however walked over to the edge of the cloud and stepped off.

He dropped the several hundred foot gap in seconds, and landed on all fours with a heavy thud, his shock absorbers taking all of the force of the impact.

Steelhoof pulled his hooves out of the ground and began the short walk over to the field where they had met.

**And there's another! I hope you enjoyed the cheerful atmosphere early in the chapter.**


	11. Chapter 11

Rainbow dash soared over the distance between her castle and Ponyville, adding in a few tricks here and there for fun. It felt like a huge weight was off her chest, and there was a bigger grin on her face than the one she usually wore when flying. She was lucky to have Steelhoof, more so than she'd ever thought before.

Gently she circled around the town, floating slowly downwards. With practiced ease, she alighted on the roof of Sugarcube corner, and making sure she would not be seen, lightly jumped down to the street and stepped inside the sweet smelling confectionary.

Immediately, her view was obstructed by a grinning Pinkie pie just inches from her face.

"Hello Dashie!"

"Gah! Hello, Pinkie."

"What brings you here? I mean, I haven't seen you in ages and I was wondering if you'd forgotten about little old me and then I thought No way! Dashie's the element of loyalty and she'd only do that if Discord was back and then I worried that Discord might be back so I talked to Twilight about it and she said he wasn't so I assumed you were having too much fun with-"

"No Pinkie, I'm fine." Rainbow said, trying to halt the flow of words coming from her mouth.

"Hey, speaking of which, where is Hoofie? I thought he went everywhere with you?"

"Pinkie, haven't you heard? Steel isn't allowed in Ponyville anymore."

"Huh? How come? That doesn't seem right at all!"

"Well, the mayor says he's too 'dangerous' or something." She said grumpily.

"Aww, poor Dashie!" Pinkie pie said, hugging Rainbow tightly and rubbing her cheek on Rainbow's shoulder.

"Hey, cut it out!" Rainbow said playfully. "I'm fine, really!"

"Okay then! But if you're feeling down, your auntie Pinkie pie's always here to listen!"

"I'll keep that in mind."

"So what are you here for?"

"Oh, I fancied something a little sweeter than usual for lunch."

"Okey dokey lokey! What do you fancy?"

"I dunno, surprise me." Rainbow said as Pinkie walked over to the kitchen. Rainbow walked over to the nearest table and sat down, lounging on the chair. She stared uninterested at the room, before noticing Fluttershy sitting nervously on the other end of the room.

"Hey 'Shy!"

Fluttershy looked up, noticing Rainbow for the first time. "Oh, hello Rainbow dash."

"What's up? You're looking terrified."

"Well, I, uh… Do you promise not to tell anypony?"

"'Course!"

"Well, I… I'm on a date…"

"Wait, Macintosh?"

Fluttershy's eyes widened in surprise. "How did you know?"

Rainbow laughed. "I'm psychic."

"And I'm here to make sure everything goes hunky dory!" Pinkie pie said, suddenly next to Rainbow.

"Pinkie, you're never gone on a date."

"That's because I love _everypony!_" She said, hugging her friends.

"Right… Have you got my stuff yet?"

"Oh no! I forgot!" And with that, the party pony rushed back into the kitchen, leaving them alone again.

"What… what do you think about this?"

"About you and Mac? Why wouldn't I be happy?"

"I don't know, I was just wondering…"

"You suit each other. Doing anything special?"

"I'm not sure really… he's taking me out…"

"Aww. Look, you've already got PP helping you out, so you don't need me cluttering things. I'll leave you two… err… three… to it. Okay?"

"Don't be silly, Dashie! Mackie won't even know I'm there!"

"If you say so Pinkie."

"I do! And here's your muffins! Straight out the oven!"

"Thanks, buddy! I'll see you girls later then!" She grabbed the box of muffins in her teeth and trotted outside.

It was a beautiful day outside, and Rainbow trotted down the street without a care in the world. The birds were chirping, bees were humming, the world felt at ease. She passed Big Macintosh as he headed down toward Sugarcube corner. He nodded to her in the same, amiable way he always did, but she could see in the way his movements were just slightly awkward, and the look in his eyes, that he was extremely nervous.

As she passed him, she couldn't help but think: _Man, no wonder everypony knew about me and Steel…_

She trotted down to the nearest bench and sat down, opening the box of muffins and taking in the delicious scent. Realising just how hungry she was, she practically dove in, greedily scoffing the batch of pastries.

She had only finished three however, when a shadow fell across her body. She looked up, half expecting to see the well-known mail-mare standing before her.

Unfortunately, she was mistaken. Instead stood a cheerful-looking mare holding a notepad. She groaned inwardly.

"Can I help you?" Rainbow said drily.

"I hope so. Are you miss Rainbow dash?"

"What's it to you?" She said impatiently.

"I'm sorry, where are my manners? I'm Headline, and I represent the Manehatten times. My sources say you are… in a relationship with Steelhoof?"

She sighed. "Yes."

Headline beamed. "Excellent! I hope you don't mind me giving you an impromptu interview?"

"Well, sorta…"

"Excellent! Let's get started!"

Rainbow frowned. She did _not_ like this pony one bit.

"Now then, what's it like living with something like him? I mean, it's gotta be dangerous, right?"

"Excuse me?" Rainbow could feel her anger rising. "Some_thing_? Steelhoof's still a pony, and a very nice one at that!" She jumped up off the bench, staring Headline straight in the eye. Headline scribbled furiously, looking nervously at Rainbow.

"Well surely, there has to be some underlying threat…"

"Hay no! Steel would never hurt anypony, least of all me! You need to butt out of other ponies' businesses!"

"I-it's my job, miss Rainbow…"

"Then get another job! Or bother somepony else!" Rainbow shouted, her voice cracking. The moment she did this, she realised she'd made a mistake. In seconds, she noticed a few of the protesters from the day before turning to look at her.

"I hate you." She hissed to Headline, before shooting into the air, rushing back to the field where Steelhoof was waiting for her.

Steelhoof looked up and saw her as she arrived, far faster than she normally would. She skidded to a halt before him.

"Uh, Steel? I might have made a slight mistake."

"What do you mean?"

"I got noticed by our friends in the town square yesterday."

"Fantastic."

Rainbow thought for a second. "Wait, that means they'll have followed me!"

"Even better."

Rainbow winced. "Sorry."

"Ah, it's not your fault. They'd have turned up eventually anyway."

"What should we do? Do you want me to-"

"No. I'll take care of this one. Thanks for asking though." Steelhoof said, as a large crowd of ponies crested the horizon. Rainbow looked at him with a certain degree of pride as she took off, hovering about a foot into the air. She knew full well how much he hated crowds, and here he was facing one. How well it would go depended almost entirely on whether he kept his cool or not.

Steelhoof approached the advancing crowd slowly, fighting to keep in control. On the one hoof, he was slightly scared that he might hurt somepony. On the other hoof, he really wanted to. How _dare _they intrude here. They already kicked him out of Ponyville, at least in his eyes, and now they wanted him gone here too? Well too damn bad.

He stopped about twenty feet from them, and glared at them all with unconcealed emotion. When he spoke, it was slow and deep, calm but still threatening.

"What do you want from me? You banished me from Ponyville, what more could you possibly want?"

They cowered slightly under his furious gaze, but nopony backed down.

"Well?" Steelhoof almost shouted into the silence.

Rainbow dash came to stand next to him, comforting him slightly with her presence.

"All I want is to live in peace with Rainbow dash, but no. You won't even let me have that, will you? It's my job, my _duty,_ to throw my life down to save yours. I've said it before, and I'll say it again: I will. I will die for you miserable bastards, and I'll feel safe in the knowledge that I'll have done some good in this world. And what do you do? You follow me, hate me, protest against my existence and spit in my face. What did I do to deserve that?"

Rainbow put her wing around his body gently as the awkward silence lengthened.

"C'mon, Steel." She said quietly, pulling him away. "Let's go."

The duo turned away from the crowd, and walked slowly away, Rainbow still keeping her wing around him.

The gathering of ponies stood still, unsure of how to continue. The ponies who had simply wanted to see Steelhoof stood confused, while those that had indeed come to drive him and Rainbow even further from Ponyville stared at the floor, not even able to meet each other's gaze. Steelhoof had truly humbled them, really. They thought they had been saving the town from a monster, but right now they felt more like the monsters themselves. A dozen or so ponies left almost immediately, while the rest stood in a stunned silence. Until a buzzing sound shattered the melancholy spell hanging over them. Scootaloo, her eyes wide and panting frantically, whizzed past them and came to a stop near Steelhoof, trying to get her breath back.

"Steel…hoof…" She panted. "You need… other one… quickly…"

"What?" Steelhoof said, turning toward her.

"The… other metal pony. He's… back. You've gotta help."

Steelhoof managed to rush through about ten expressions in a few seconds. The one he settled on was one of grim determination.

"Where is he now?"

**And here we are! Cliffhanger! Oh the suspense! The painful amount of time it took to write this! (I actually have an excuse this time… seriously.) I hope you like it, even though I felt bits of it are a little weak… but hey! Nearly two stories in and the dialogue's finally flowing like it should! Achievement unlocked! All joking aside, I do hope you like it, and any thoughts or opinions you might have I would love to hear. So please review and let me know what they are!**


	12. Chapter 12

"Rainbow, I'm not asking. You've gotta stay back at the castle."

"No, I'm not gonna leave you."

"I want you safe! I don't want to see you getting hurt by Tungsten again!"

"I won't! I'm way faster than that bucket of bolts! Uh, no offence meant, big guy."

"He got you before, didn't he?"

"That was ages ago!"

"What was it, three days?"

"Exactly! Ages! Besides, I'm onto all of his tricks now."

"Look, Rainbow, I'm not gonna argue. I want you safe. Could you please stay here?"

Scootaloo looked at her two fighting idols with worry. "Uh, guys? I don't know if we have time…"

Steelhoof sighed. "Alright, look. I've gotta go now. Come with me if you have to, but please don't."

"Sorry Steel, I wouldn't be the element of loyalty if I hung back while my coltfriend got in a fight."

"Alright. But try and stay out of harm's way?"

"Flyer's honour."

Grumbling slightly, Steelhoof galloped off, with Rainbow dash flying a good ten feet above him, while Scootaloo took up the rear.

With a small growl, Steelhoof charged through the crowd of ponies, who had remained during the small conversation between Steelhoof and Rainbow. They scattered around him, fear on their faces as they saw his burning orange eyes. Picking up momentum as he ran, clods of earth flying out of his hoofprints, he could see a small dot swooping over Ponyville, in what could only be hunting patterns. Tungsten was here for one thing – to kill everypony. He snarled and ran faster, desperate to save the ponies that mattered to him. Rainbow too noticed this, having seen enough predatory birds in her time to recognise the pattern.

00000000

Tungsten was having an excellent time. He wasn't even killing anypony, at least not yet, anyway. No, to tell the truth, he was only playing with them, in the way that a cat plays with a mouse.

They would run in fear and confusion, and he would swoop low over their heads, maybe giving them a cut or two. He was getting a twisted kind of pleasure out of the chase, and wasn't about to stop. Maybe, in an hour or two, when the ponies were weak and tired, then he would end their pathetic lives. Without Steelhoof to protect them, they were fish in a barrel. It was only a matter of time before he killed them all.

00000000

Steelhoof cannoned toward Ponyville, thundering down the road with single-minded intent. No matter what the cost, he had to kill Tungsten.

"Promise me you'll be okay, Steel."

Steelhoof looked up at Rainbow, who had flown down to be near him, and he could see the worry in her eyes. But he couldn't lie to her.

"You know I won't make a promise I can't keep, right?"

"I know, but… just don't do your usual 'self-sacrifice' thing. You're… too important to me."

"Okay Rainbow. I'll try and keep safe… for you."

As Steelhoof galloped, Rainbow flew down and pecked him on the cheek, smiling slightly.

"You'd better, big guy."

As he thundered into Ponyville, he was faintly aware of Rainbow dash flying up higher into the sky, and breathed a sigh of relief. At least she'd be safe for this.

He debated on how he might get Tungsten's attention. Should he simply call him down, act all mature about it? Or maybe he could have a little fun? After all, Vinyl did tell him how to get the most out of his voice…

As he ran, he did his best to get the ponies inside, or calm them down, but as was tradition, nopony listened to a word he said. He made his way for the town square, and a small group of ponies began to accumulate, ready to watch. He came to a stop inside the square, and looked around for his adversary. He still kept swooping low over Ponyville, taunting the ponies therein. Clearly, he hadn't seen Steelhoof yet.

With a quiet click, Steelhoof aligned his neck, making it ruler straight. He hoped Vinyl was right.

Steelhoof roared.

It wasn't so much a roar, it was almost a wall of sound that blasted from his mouth. Not one pony in the entire village didn't hear him, and those closest clapped their hooves to their ears, cowering. Even a few windows smashed, tinkling to the ground in the deafening silence that followed.

Even the sound itself wasn't ponylike. Instead, it sounded as if it would sound better coming from a manticore or dragon, further reminding Steelhoof that would never really be a true pony again. But that didn't matter. None of that mattered right now. In fact, the only thing that mattered right now was the large shape that now hovered over Ponyville. Steelhoof could see Tungsten's shock in his mind's eye. _You thought I was dead, didn't you? Think again, buddy…_

In seconds, the shape bristled, and headed directly for Steelhoof, slowly looking more and more like the familiar robotic stallion as he came closer and closer.

Tungsten stared at Steelhoof in open mouthed disbelief as he flew down and landed in front of him.

"But… you're dead! I killed you with my own hooves!"

Steelhoof snorted. "It'll take a damn slight more than that to finish me off, Tungsten. I was practically playing with you then. But then you had to go and try to kill everypony and spoil the atmosphere."

"I was merely carrying out our master's orders. It is for the greater good."

"_Your _master pal. I don't want to be affiliated with that prick."

"And yet you wish to be affiliated with these puny, snivelling, weak, miserable excuses for ponies?"

"Looks like it. Besides, both of us were like them anyway."

"But then our beloved master opened my eyes and transformed me into a true pony."

"I prefer the term 'brainwashed'. And we aren't ponies anymore, least of all a monster like you."

"We are the same, _Steelhoof._" Tungsten hissed, as they circled each other.

"That's where you're wrong, Tungsten. I do the right thing."

"The right thing? You halt the path of righteousness. You attempt to stop the natural way of the universe, Steelhoof."

"The path of righteousness? Are you saying a bunch of sterile, clone-like robot assholes taking over the world is natural, or right in any way?

"Evolution, Steelhoof. Survival of the fittest."

"Do I really need to reiterate how the advantage goes to the ones that can breed? This isn't evolution, Tungsten. We're a disease." Steelhoof paused. "And I'm the antibodies."

"Then I'll have to destroy the immune system." Tungsten hissed.

With an angry roar, Tungsten leapt at him. Steelhoof attempted to sidestep him, as he had done before, but Tungsten was ready for him. At the last second, he turned and lashed out in Steelhoof's direction, his rear hoof connecting with his shoulder.

Steelhoof staggered backwards with the force of the blow, and Tungsten pursued. But he wasn't finished yet. He swung out with his wristblade extended, hitting Tungsten's face with a satisfying clang. His face slightly dented, Tungsten stopped, his advantage lost. Steelhoof rushed forward, attempting to deliver another blow to Tungsten's face with his right hoof.

At the last second, Tungsten reached out and parried the blow, forcing Steelhoof downwards. He attempted to land his own blow onto Steelhoof's face, but Steelhoof ducked to his right, following his hoof. Using the momentum, he struck out with his left, hitting Tungsten's armpit. Howling in frustration, Tungsten slashed sideways with his own left, hitting Steelhoof's shoulder and forcing him into the ground. He tried to bear down on Steelhoof, lashing out with both hooves, but Steelhoof rolled out of the way, before striking Tungsten's gut with both of his rear hooves.

With an angry bellow, Tungsten flew backwards across the square, and Steelhoof lost sight of him over the first row of buildings. The crowd cheered, and even Rainbow dash showed a glimmer of hope, hovering high over the battle. But Steelhoof raised his hoof, staring intently at the place Tungsten disappeared. The crowd hushed, following Steelhoof gaze nervously.

There was utter silence.

Suddenly, and accompanied by a deafening roar, the front wall of a building exploded outwards and Tungsten leapt clear of the wreckage, landing heavily in the square, hunched over his dented stomach. With a mighty heave and a wrenching of metal, Tungsten reared up, forcing the interlocking plates back into place.

With a low snarl, the pair began to circle again, each looking for an opening.

"Look at these ponies, Steelhoof. When they look at you, they see the same thing they see when they look at me. Look at the fear and hate in their eyes, Steelhoof. This is what you fight for?"

"I don't need everypony to love me. Just one." Steelhoof replied, giving a small smile.

"Love is a weakness."

"Love is what makes me more than you. Love is what keeps me a pony. And you lost the right to call yourself one long ago."

Tungsten snarled angrily, but it was not he who made the first move. In a moment, Steelhoof had sprinted across the square, and feinted towards Tungsten's right. Tungsten fell for the trick, and lunged slightly toward his left. Instead, Steelhoof rushed straight past him.

With a grating of hooves against stone, Steelhoof whirled around and threw himself at Tungsten. Off guard, Tungsten was hit by Steelhoof's full force directly to the side of the chest. Steelhoof's thrusters flared into life, forcing the pair into the ground at high speed. Steelhoof was dimly aware of a group of ponies diving out of the way as he and Tungsten hurtled towards them, Steelhoof forcing Tungsten's back against the cobble, while he slugged Steelhoof in the face and chest.

The sound from the powerful blows was drowned out by the ear-splitting shriek of metal on stone as Steelhoof Pushed him down the street, sparks flying everywhere.

With a screaming wrench of metal, Tungsten's right wing caught fire, and the other one was torn from his back completely. Surprised by the sudden change in velocity, Steelhoof was thrown to the side, rolling to his feet.

By the time he stood, Tungsten was already up, staring at his ruined wings in dismay. His left wing was a good twenty feet away, the mangled metal caught on the cobblestone. The right burned brightly, an unusable mass of scrap that dangled awkwardly to Tungsten's side.

With an angry roar, he reached up and grabbed the wing in his teeth, and with a heave, pulled it off himself. With a loud clang, he threw it to the floor between them. Steelhoof had his own share of injuries, with a heavily dented face and a ruined right eye.

The moment the wing hit the floor, Steelhoof charged again. He smashed directly into him, tackling him viciously.

Tungsten however was not about to be taken down so easily. Grabbing Steelhoof about the shoulders, he swung him around, stealing his momentum. Using this and is own strength, he smashed Steelhoof against the floor, who only just managed to get his hind legs in the way in time.

The shock absorbers stole most of the impact, but Steelhoof's shins dented slightly as his hooves sank deep into the ground.

Steelhoof grunted angrily, pushing back against Tungsten, who relented under Steelhoof's strength, forced back a couple of feet. Angry, Steelhoof forced his way out of the footprints, and slammed his hoof into Tungsten's jaw.

He flew backwards, spinning across the street and landing in a market stall by the side of the road, splintering it completely. Behind the ruined stall cowered a very familiar aged mare.

Tungsten's eyes glittered with hatred, and forced the mare to the ground, where she lay whimpering.

Steelhoof watched, slightly torn. A part of him, a big part of him, really wanted to indulge the monster that Tungsten had become, and watch him kill the pony that had caused him such grief. But the rest of him was disgusted. How could he, Steelhoof, designated protector of Equestria, willingly watch one of the ponies under his charge, no matter how unkind to him they might be, die at the hands of anything, especially Tungsten?

With a primal roar, he galloped forward and clubbed Tungsten in the chest, knocking him off of her.

As Tungsten rolled to his feet, Steelhoof turned his blazing orange gaze to her, his one good eye watching her cower away from him. He just had time to say one thing, so he made it as good as he could.

"See, I'd even risk my life for _you._" He said bitterly.

As he turned to face Tungsten, he realised that he might have underestimated his foes recovery, as a metallic hoof brushed past his nose, moving at high speed. Rainbow, hovering high above, winced and looked away. Still, she had promised to Steel, and wasn't going to break that promise, unless it looked like he might die. She looked back, only to see Steelhoof taking a heavy blow to the ribs, if he had had them. He staggered back, nearly stepping on the aged mare, who scrambled to get out of the way.

Steelhoof stumbled in the wreckage of the cart, and Tungsten pressed his advantage, forcing Steelhoof back against the house on the edge of the street. He forced back, but he was off balance. Tungsten grabbed his head with his hoof, and smashed it straight through the wall. He responded with a blow to the neck, but Tungsten was persistent. He pulled Steelhoof's head out of the wall, before smashing it back in again, through a previously untouched piece of masonry.

Before he could react, Tungsten grabbed Steelhoof's hind leg and smashed him straight the wall bodily, grunting in satisfaction.

More angry than damaged, Steelhoof rushed out, delivering three blows in quick succession: one to his neck, which dented badly, one to the stump where his wing had been, and one to his lower body, next to the thick plate on his flank, denting the segmented section. Steelhoof had been fast, and Tungsten wouldn't have time to face him. Instead, firmly planting his hooves on the floor, he bucked Steelhoof square in the chest. Steelhoof cried out in anger, chestplate badly dented and sent flying into the air.

He hit a chimney on the way up, but it did little to slow him down as he flew straight over two rows of houses. He turned in mid-air, and saw a small building, with an outside staircase leading up onto the first floor. He was heading straight for it. He shut his eye and waited for the impact. There was a crash, and Steelhoof felt the jarring impact as he passed through the wall, landing heavily on the floor, cracking, but not breaking, the floorboards. He looked about, taking in the room. It appeared to be some sort of living room, with a breakfast bar on one side. The room was now strewn with dust and rubble, but it was clear that it hadn't been tidy before. As he looked, he could clearly see two mares staring back at him in shock, one, the blue maned unicorn he instantly recognised as Vinyl scratch, and the other, a black-maned grey mare he assumed to be Octavia.

He rolled to his feet and saluted, ignoring the ominous creak from the floor.

"Ladies." He said with a nod. "I am… Terribly sorry about this." He glanced back toward the town. "And… I promise, I'll do everything I can to fix this… Provided I survive the next few minutes…"

The mare he assumed to be Octavia still stared at him in shock, but Vinyl quickly caught up.

"You owe me… so badly now…" She said, giving her daredevil grin.

He smiled grimly. "I'll keep that in mind."

He turned to the gaping hole that was once the front wall, and could see Tungsten galloping toward him, preparing to leap. He returned his focus to the task at hand.

As Tungsten leapt at him, wristblades drawn, Steelhoof countered it with a leap of his own, with gravity on its side.

The clash was brief, and Steelhoof emerged the victor. The pair smashed into the ground below, Steelhoof bringing his hoof down heavily on Tungsten's face, cracking his eye and mangling his ear. Tungsten snarled, throwing Steelhoof off him and staggering to his feet. Both of them had taken a heavy toll from the battle so far, but the grounded Tungsten was suffering slightly worse, and Steelhoof knew it. Tungsten couldn't rely on his strength anymore, it had never been that of Steelhoof's and now it had failed him. His armour was compromised too, so his only defence lay in his mind. That at least was still superior to Steelhoof.

Once again, the pair began to circle each other, much closer this time, making a number of feints, barely visible to all but the most trained of eyes. Tungsten continually stared, desperately looking for a chink in Steelhoof's armour, a weakness he could exploit. Steelhoof returned the gaze, his focus more on the next attack than any weakness, however.

But it was too late. Tungsten had noticed a weakness, one so tiny it might even be impossible to exploit, but a weakness nonetheless.

He bellowed at his adversary, and just as he suspected, Steelhoof replied, closing his eyes briefly as he roared.

This was all the advantage he needed. In an instant, Tungsten bridged the gap, slashing Steelhoof across the throat and cutting his roar short.

Steelhoof attempted to strike back, but Tungsten still had the upper hand. With a snarl, he clamped his teeth down on Steelhoof's primary feather, tearing it off brutally.

Using the newfound distance between them, Steelhoof head-butted Tungsten, staggering him. Tungsten lashed out with his hind leg, striking Steelhoof in the right foreleg. It buckled at the elbow, and Steelhoof nearly collapsed, saving himself at the last second. Stepping back, he wrenched his damaged leg straight, forcing the joint back into place.

As he did so, Tungsten leapt upon him again, and they locked forehooves.

For several seconds, they strained against each other, Steelhoof's damaged elbow creaking worryingly in the silence.

Then, with a snapping sound, something gave in Tungsten's armpit, where he had been struck earlier. His arm went limp for a second, and Steelhoof forced back with all of his strength, sending him flying down the street, rolling to a stop some thirty feet away.

However, Steelhoof's elbow had been pushed to the point of oblivion, and he needed time for it to recover. He backed away as Tungsten charged at him, and threw himself to the ground as he leapt at him.

The blank-flanked cyborg sailed over his head, and landed several feet away. He whirled around angrily, facing Steelhoof as he stood.

"What's wrong, _Steelhoof? _ Afraid to fight?"

For once, Steelhoof didn't listen. Instead, he was delving back into his memories, when he was teaching his beloved Rainbow dash to fight. In particular, to dodge.

Tungsten ran at him, but Steelhoof made little attempt to stop him. He unleashed a flurry of blows, but Steelhoof either blocked or dodged them all, his damaged joint whirring slightly as he thought of his fillyfriend. It was not long before Tungsten became enraged, and slowly, began to lose his advantage of brainpower.

With an angry bellow, Tungsten Tried to slam his left hoof into Steelhoof's jaw, giving up any attempt at readiness for a counterattack.

This was the moment that Steelhoof had been waiting for.

In an instant, he locked their wristblades together. He smiled grimly at him, his eye blazing.

With a single motion, Steelhoof twitched his hoof, and Tungsten's wristblade snapped off and was sent spinning over Steelhoof's shoulder. But it wasn't enough to disarm him. Steelhoof switched hooves, holding Tungsten with his left, and turned, standing parallel to him, Tungsten's arm extended in front of him.

Steelhoof roared and brought his right hoof down on Tungsten's shoulder with all his force. The metal was wrenched apart, and the damaged armpit gave way to Steelhoof's power.

With a triumphant bellow, Steelhoof severed Tungsten's arm, sending him staggering to the right. Giving another snarl, Steelhoof struck him in the face with his own arm, knocking him over backward.

Steelhoof threw himself at the downed stallion, taking full advantage of his handicap. Repeatedly, he smashed his hooves into Tungsten, denting him badly and forcing him backwards, desperately blocking with his remaining leg. He may have been down, but he was not out, however.

He whirled around, balancing on his remaining foreleg, and kicked Steel in the face, sending him reeling.

Steelhoof stood, a large dent in his cheek, shaking his head viciously to clear the fog in his mind. Tungsten crossed the gap between them in moments, and before he could react, smashed Steelhoof just below the chest, his wristblade fully extended. The blade passed straight through his armoured plates, severing several wires, sending Steelhoof's right leg into spasm.

With a low growl, Steelhoof tore the hoof out of his body, damaging another wire as he did so. He doubled over, and Tungsten kicked him hard in the top of the head.

He went down, cracking the cobblestone with the force of the blow.

"Look at you, _Steelhoof_, cowering at my hooves at last. You put up a valiant effort, but you can never win." Tungsten said, looking down smugly at his downed opponent.

Steelhoof began to chuckle. Slowly he got to his hooves, the chuckle becoming a laugh, his foreleg raised to the gaping hole below his chest.

"I think… I'm done warming up." He said, the mirth clear in his voice, his words carrying out over the hushed silence of Ponyville.

Tungsten looked at him in utter bewilderment, unsure of how to react. Steelhoof could tell he was wondering if he had lost his mind, but frankly he'd never felt better.

In a single movement, he lunged forward, grabbing the back of Tungsten's head in one hoof, and before the other pony could react, punched his throat with all his force, wristblade extended.

Time seemed to slow down between the duo, and his hoof seemed to hit Tungsten slowly, drawn out. With a smash, his hoof broke straight through the armour plating and continued, powering through the wiring on Tungsten's neck. It continued, passing straight through the left side of Tungsten's mechanical spine, exploding out the back of his neck.

Half of his neck completely destroyed, Tungsten fell to the ground limply, defeated. Proudly, Steelhoof stood over his prone form, preparing his bladed hoof to finish the job. Just seconds before his hoof fell however, Tungsten spoke, his voice a mere croak of what it had once been.

"Steelhoof…" He whispered.

Steelhoof leaned down, glaring at him with his eye.

"You think… this is over? I… am just one… of many."

"How many?"

"…Thousands… and counting… Like a divine wind… we will kill all of ponykind…"

"When?"

"Soon…"

"How soon?"

"Why… should I tell you?"

"If you don't, I'll kill you right now."

"I'm dying anyway… you stupid pile of shit… I don't care anymore…"

Steelhoof growled, but the conversation was over. With a sudden movement, he brought his hoof down heavily on Tungsten's left eye. It went straight through, and after an unpleasant squelch, it was over. Steelhoof had won.

The assembled ponies stood in silence, and Rainbow dash immediately flew down to her coltfriend, landing nearby and trotting over to him.

"Is… is he dead?"

Steelhoof pulled his hoof free of Tungsten's head, which was coated with blood and flecked with brain matter.

"Yeah… he's dead."

Rainbow recoiled slightly at the sight of the blood-stained hoof, and Steelhoof shook it slightly, getting rid of the grey matter. Then Rainbow took in the extent of his injuries.

"Jeez, Steel… are you alright?"

"Yeah, I'm fine. Might need somepony to fix my wing and circuits, though."

"If you say so… I guess… I guess it could have been worse, right?"

"Well, what do you mean?"

"I mean, with the blows you took, it could have gone way worse for you. I mean, you kicked his flank! It looked hairy for a bit, but then you just stood right back up and kept fighting! And bucked across town like that, that would do anything else some serious damage!"

"Yeah, I guess you're right. I kicked his flank." Steelhoof chuckled slightly.

"Oh, come here." Rainbow closed the gap between them and kissed him, wrapping her hooves around his head and blushing heavily as the crowd let out a collective 'Awwww…'

Rainbow gently broke the kiss and stared into Steelhoof's battered face.

"I am really glad you're okay, Steel."

"I wouldn't have it any other way, Rainbow. You know that."

Steelhoof's eye quickly drifted from his fighting orange to a vibrant green, and he smiled happily at the mare. He'd one a good thing today, even if he didn't feel too great about it. He was right though, Tungsten was not a pony. Whatever he had been before the operation, he wasn't anymore.

His attention suddenly snapped to the appearance of five mares, three of which being his and Rainbow's close friends, Twilight, Pinkie and Applejack. Apparently, the others were around somewhere, with the exeption of Fluttershy. She wasn't renowned for her bravery, after all.

The fuchsia party pony ran up to him and hugged him tightly.

"Ohh, we were so _worried,_ Hoofie! There was that bit, when Tungsten knocked you on the floor and we thought it was over and then you were all like 'No!' And then you kicked him really far and then there was that time when he kicked you and you landed in Viney's house and then all sorts of bad stuff started happening but it's okay because you're alright now."

Steelhoof chuckled slightly, and then Applejack spoke.

"We're awful glad yer alright, sugarcube. Pinkie's right, we were a mite worried about you."

Steelhoof smiled. "Why Applejack, I didn't know you cared?"

She laughed slightly. "Well, I've gotta look after my workers, you know. And y'are my friend, even if I make the odd mistake around ya."

Twilight was the next to speak. "Are you sure you're going to be okay? I mean, it's not as bad as last time, but it's not exactly good, either."

"I'll be fine, although I do need somepony to get my feather back on. That sort of thing doesn't grow back."

"We'll sort that out." The voice came from the mayor, who had arrived with the others.

"Look, Steelhoof. I think you know what I'm going to say, so I'm not going to say it. Just… enjoy yourself for now, okay?"

The metallic stallion nodded. "Can I have the afternoon off?"

She smiled wryly. "Of course. Just don't get into any mischief."

"You sound like my mother." He snorted, and at last his attention fell to the final mare that stood before him. She was the same in appearance as she was when they had first met in the square the day before, but she didn't stand tall and proud like she did then. She looked almost humbled, or at least that was how it appeared to the mechanical pegasus. As soon as she saw him, Rainbow scowled fiercely, glaring at the old mare with all her might. When the aged mare finally spoke, it was hardly even recognisable as the same pony as before.

"I'm… sorry. For what I did. I couldn't… didn't want to understand… that something like you… could be on our side… it's easier to make a monster than a friend sometimes…"

Steelhoof stared at the broken pony without compassion, even his eyes not betraying any emotion. "I can't forgive you, you know that. I'll never be accepted, for as long as I live. Even here, I'm not fully trusted. Your apology is important, but it doesn't change much, I'm afraid. "

"I… I understand. I reap what I sow, so to speak."

Steelhoof nodded and turned his back on her, for what he hoped would be the last time.

He turned to his friends, and cracked a smile with his damaged face. They replied with smiles of their own, and Rainbow came and stood at his side, leaning on him happily.

Pinkie pie was the first to speak. "Now, Who wants a party to congratulate Hoofie on his win?"

**Hello again my beloved readers! Excepting an epilogue that will be written/released in a short while, that's it from volume two! It's been some serious fun you guys, and I'm sad it has to end, but volume three's coming soon so I can't complain. It's gonna be my best one yet, I promise!**

**But for now, I think some thanks are in order. After all, a story is just a bunch of forgotten words without somepony there to read it. And thanks to all of you reading the first one, I was compelled to get my act together and write number two. And seens as this is a trilogy, a third to boot. But specifically, I'd like to thank:**

**Mr Malask – possibly my best friend in all of internet land, he's helped me out more times than I'd care to mention and more times than he likely knows. Thanks buddy!**

**Valourusspectre – Damn, this guy's good. He's one of the most awesome and genuine guys I know. Not only did he basically write the whole collab starring Steelhoof (Check it out – it's better than anything I could write), he also writes some of the best stories on the whole site, with a more established subverse than almost anypony.**

**Lavasharks – You twisted genius you. A damn good writer in himself, he also took the time to give me a confidence boost when I was just starting out. Thanks man.**

**Spyrolink – You asked me some pretty good questions back in the days of volume 1. I hope you still read this.**

**CerberusX – You were basically the guy who spoke the loudest out of my reviewers. Without you, the life I lead would not have made nearly as much sense.**

**Darkpillz – for being the most enthusiastic reviewer ever to sit at a computer.**

**Aquarian poet – Yeah, I've got no idea if you still read this. But, you were my first review, you wrote the first fic I ever read, and you're certainly one of the best writers this site's ever seen.**

**An extended thanks is also at the end of A musical passion, for those who reviewed on that one.**

**Yeah, there's a lot of thanks going out here.**

**See you in volume three!**


	13. epilogue

In the large, derelict-looking castle in the mountains high above Stalliongrad, all what not what it appeared. From the outside, it seemed to be empty, a peaceful, if a little creepy, figure on the landscape. But it was lived in. And lurking therein, was the weapon that could end the world.

Cobalt trotted slowly down the dark hallways, pitch black save for the flickering torchlight. His metal hooves made a clattering sound as he marched down the corridors to his master's living area. His master had been informed of the event in Ponyville just two hours earlier, and this was the first time he had been heard from since. As his personal servant, Cobalt was the first to receive council with him. He came to a stop outside the thick oaken doors that Shielded his master's quarters from the rest of the castle.

Between him and the door however, were two large stallions.

Each as big as the hated enemy, Titanium, the two guards stood, so motionless the palace guards in Canterlot would have appeared almost fidgety. Their eyes were dull and yellow, and they stared vacantly into space, not even changing as Cobalt approached. A golden five-pointed star adorned their foreheads and flanks, marking them as the master's personal bodyguard.

As soon as the smaller metal stallion came within striking range, the two Stallions stood in readiness, their eyes stoking into life and staring at him pointedly, their wristblades extended.

Cobalt nodded to them calmly. "Palladium, Technetium. I seek access into the master's private quarters.

"On what business?" They questioned, their voices brisk and perfectly in sync with each other.

"On our master's orders. He requested my assistance."

"Very well." They stood aside. "One cannot be too careful, especially during these times."

He nodded. "It would appear that the anticipation is reaching everypony now."

"All except us." They said, indicating toward each other. "We will not be taking part."

"I feel sorry for you then. The time of our glorious conquest will be a great one indeed."

"The task of protecting our master is a much more important task. We do not regret our position."

"So I can see. I will see you both again in just a minute. It is best not to keep the master waiting."

"Indeed." Technetium pulled the heavy door open with a slight creak of the ancient hinges. Cobalt walked inside, and the heavy door shut behind him. His master stood on his hind legs, leanig on the windowsill on the far end of the room and facing away from him.

"You wanted to see me, master?"

"Yes… yes I did, Cobalt." The aged stallion stepped away from the window and faced him, his white coat orange in the light from the fire that burned in the hearth to his right. He seemed to have aged slightly since he had learned of Tungsten's death. His coat and mane had lost what little lutre it had still retained and there were small bags under his eyes. But his remaining organic eye still burned with passion and ambition. He took a step toward his servant.

"Tungsten… Tungsten has failed me. In a way, I always knew he would… Strong as he was, he lacked passion. The warrior has failed to defeat this Steelhoof."

"What do you propose, master?"

The old Stallion turned his gaze away from Cobalt, and it instead drifted over to his enormous bed, and the figure lying on it. Fast asleep, and curled up like a dog, was a mechanical colt, no more than a few years old in appearance. The master stared at him thoughtfully, and it was several seconds before he spoke again.

"The warrior has failed… so it is the time of the assassin. Really, I should have done this from the beginning, but Tungsten was so eager, so sure…" He shook his head. "Never mind. Get me Chromium."

"Yes, master."

Cobalt turned and trotted quickly for the door, and knocked three times on the wooden surface. In an instant, the doors opened and he stepped out into the cool, dark corridor. With a nod to the two guards, he set off for the east wing, and more importantly, Chromium's lair.

None of the ponies really had any separate accommodation, except for himself, as he needed to be close to the master, Tungsten, as he was considered to be the master's first truly successful attempt and was therefore the master's favourite. Of course, now that he was dead, the private quarters would remain empty. Palladium and Technetium did not require their own quarters, as their brains were regularly injected with stimulants to ensure that they never needed rest. It hadn't done them much good though.

He trotted quickly down the corridors, ignoring the lesser mk 3s that ambled around the castle, restlessly awaiting their day of reckoning.

Before long he made it to the nondescript door, at the end of an easily missed passageway. Chromium wasn't really a pony who liked company, and despite his flamboyant fighting style, he wasn't much of a showoff. He just enjoyed watching other ponies suffer.

Cobalt knocked loudly on the door, making sure to get the ruthless assassin's attention.

The door opened slowly, revealing a pitch-black room. Two purple orbs stared out at him, glinting wickedly. A quiet, sadistic voice that dripped with malice whispered out of the shadows.

"I take it our master want me to dispose of him, then?"


End file.
